Harbin Bank Co., Ltd.

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 and reply slip 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.

This circular is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Bank.

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.

**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 AMENDMENTS TO

(i) RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS;

(ii) RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS’ MEETINGS; AND (iii) RULES OF PROCEDURE FOR THE BOARD OF SUPERVISORS’ MEETINGS AND

(2) NOTICE OF 2015 SECOND EXTRAORDINARY GENERAL MEETING

A notice of the EGM to be held at Conference Hall A, Hotel Sofitel Wanda Harbin, 68 Ganshui Road, Xiangfang District, Harbin, Heilongjiang, China at 9:30 a.m. on Monday, 24 August 2015 is set out on pages 60 to 62 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 Computershare Hong Kong Investor Services Limited (17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, Tel: 852-2862 8555), by hand or by post in any event 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 of Directors’ Office (No.160 Shangzhi Street, Daoli District, Harbin 150010, Heilongjiang Province, China, Tel: 86-451-86779933), by hand or by post in any event 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. If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to Computershare Hong Kong Investor Services Limited (for H Shareholders) or the Bank’s Board of Directors’ Office (for Domestic Shareholders) on or before Tuesday, 4 August 2015.

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.

10 July 2015

CONTENTS

			Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
LETTER FROM	THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
APPENDIX I	–	PROPOSED AMENDMENTS TO THE RULES OF
		PROCEDURE FOR SHAREHOLDERS’
		GENERAL MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II	–	PROPOSED AMENDMENTS TO THE RULES OF
		PROCEDURE FOR THE BOARD OF
		DIRECTORS’ MEETINGS. . . . . . . . . . . . . . . . . . . . . . . .	32
APPENDIX III	–	PROPOSED AMENDMENTS TO THE RULES OF
		PROCEDURE FOR THE BOARD OF SUPERVISORS’
		MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	49
NOTICE OF 2015 SECOND EXTRAORDINARY GENERAL MEETING . . . . . .			60

– i –

DEFINITIONS

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

“A Share Offering”
the Bank’s proposed initial public offering of not more than 3,666,000,000 A Shares which are to be listed on the Shanghai Stock Exchange
“A Share(s)”
ordinary shares that are proposed to be issued under the A Share Offering by the Bank, which will be listed on the Shanghai Stock Exchange and traded in RMB
“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: 06138)
“Board” or “Board of Directors” the Board of Directors of the Bank
“Board of Supervisors”
the Board of Supervisors of the Bank
“Company Law” or “PRC Company Law”
the Company Law of the PRC (中華人民共和國公司法), as enacted and adopted by the Standing Committee of the Eighth National People’s Congress on 29 December 1993 and effective on 1 July 1994, as the same may be amended, supplemented and otherwise modified from time to time
“Director(s)”
the director(s) of the Bank
“Domestic Shareholder(s)”
holder(s) of Domestic Shares
“Domestic Shares”
ordinary shares of a nominal value of RMB1.00 each issued by the Bank in the PRC, which are subscribed for in RMB

– 1 –

DEFINITIONS

“EGM” the 2015 second extraordinary general meeting or any adjourned meeting of the Bank to be held at Conference Hall A, Hotel Sofitel Wanda Harbin, 68 Ganshui Road, Xiangfang District, Harbin, Heilongjiang, China at 9:30 a.m. on Monday, 24 August 2015
“Group” the Bank and its subsidiaries
“H Shareholder(s)” holder(s) of H Shares “H Shares” overseas listed foreign shares of RMB1.00 each in the share capital of the Bank, which are listed on the Hong Kong Stock Exchange (Stock Code: 06138) and traded in Hong Kong dollars
“HK$” or “HK Dollars” Hong Kong dollars, the lawful currency of Hong Kong
“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, excluding, for the purposes of this circular only, Hong Kong, Macau Special Administrative Region of the People’s Republic of China and Taiwan
“RMB”
Renminbi, the lawful currency of the PRC
“Rules of Procedure for Shareholders’ General Meetings”
the Rules of Procedure for Shareholders’ General Meetings of Harbin Bank Co., Ltd.
“Rules of Procedure for the Board of Directors’ Meetings”
the Rules of Procedure for the Board of Directors’ Meetings of Harbin Bank Co., Ltd.
“Rules of Procedure for the Board of Supervisors’ Meetings”
the Rules of Procedure for the Board of Supervisors’ Meetings of Harbin Bank Co., Ltd.

– 2 –

DEFINITIONS

“Shareholder(s)” holder(s) of Shares “Share(s)” Domestic Shares and/or H Shares of the Bank “%” per cent

– 3 –

LETTER FROM THE BOARD

**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. Liu Zhuo Mr. Zhang Qiguang**

Registered Address:

No. 160 Shangzhi Street Daoli District Harbin Heilongjiang Province PRC

Non-executive Directors:

Mr. Zhang Taoxuan Mr. Chen Danyang Mr. Cui Luanyi Mr. Qin Hongfu Mr. Ma Baolin**

Principal Place of Business in Hong Kong:

18/F, Tesbury Centre 28 Queen’s Road East Wanchai Hong Kong

Independent Non-executive Directors: Mr. Ma Yongqiang Mr. Zhang Shengping Mr. He Ping Mr. Du Qingchun Mr. Wan Kam To Mr. Kong Siu Chee

10 July 2015

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED AMENDMENTS TO

(i) RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS;

(ii) RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS’ MEETINGS; AND (iii) RULES OF PROCEDURE FOR THE BOARD OF SUPERVISORS’ MEETINGS AND

(2) NOTICE OF 2015 SECOND EXTRAORDINARY GENERAL MEETING

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.

** The appointments of Zhang Qiguang and Ma Baolin as directors are subject to the approval by the China Banking Regulatory Commission.

– 4 –

LETTER FROM THE BOARD

1 INTRODUCTION

Reference is made to the announcement of the Bank dated 12 May 2015 and the circular of the Bank dated 14 May 2015 in respect of, among others, the A Share Offering and the proposed amendments to the Articles of Association for the purposed of the A Share Offering. The resolutions set out in the circular of the Bank dated 14 May 2015 have been duly passed at the 2015 first extraordinary general meeting, the 2015 first domestic shareholders’ class meeting and the 2015 first H shareholders’ class meeting of the Bank on 30 June 2015. On behalf of the Board of Directors, I invite you to attend the EGM to be held at Conference Hall A, Hotel Sofitel Wanda Harbin, 68 Ganshui Road, Xiangfang District, Harbin, Heilongjiang, China, at 9:30 a.m. on Monday, 24 August 2015 (registration will begin at 9:00 a.m.) for considering and approving, by way of special resolutions: (i) the proposed amendments to the Rules of Procedure for Shareholders’ General Meetings; (ii) the proposed amendments to the Rules of Procedure for the Board of Directors’ Meetings; and (iii) the proposed amendments to the Rules of Procedure for the Board of Supervisors’ Meetings for the purpose of the A Share Offering.

The purpose of this circular is to provide you with the notice of the EGM and to provide
you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM. 2 PROPOSED AMENDMENTS TO: (i) RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS, (ii) RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS’ MEETINGS AND (iii) RULES OF PROCEDURE FOR THE BOARD OF SUPERVISORS’ MEETINGS

In accordance with the Articles of Association of Harbin Bank Co., Ltd. (Draft) (the “ Draft of Articles of Association of A Shares ”), which have been approved by the Shareholders at general meeting on 30 June 2015 and will become applicable and effective upon the listing of the A Shares, and in accordance with the applicable laws and regulations, the Board of Directors proposed to amend the existing Rules of Procedure for Shareholders’ General Meetings and the Rules of Procedure for the Board of Directors’ Meetings, and the Board of Supervisors proposed to amend the existing Rules of Procedure for the Board of Supervisors’ Meetings, for the purpose of the A Share Offering, such amendments to be applicable and valid after the listing of A Shares.

The above amendments are now proposed to be considered and approved by way of special resolutions at the EGM. It is further proposed at the EGM that: (i) the Board of Directors be authorised to make corresponding adjustments and modifications (including without limitation the wording, sections and terms) to the Rules of Procedure for Shareholders’ General Meetings and the Rules of Procedure for the Board of Directors’ Meetings, if approved by the EGM, in accordance with the requirements and advice of relevant governmental and regulatory authorities; and (ii) the Board of Supervisors be authorised to make adjustments and modifications (including without limitation the wording, sections and terms) to the Rules of Procedure for the Board of Supervisors’ Meetings, if approved by the EGM, in accordance with the requirements and advice of relevant governmental and regulatory authorities. The amended version of the Rules of Procedure for Shareholders’ General Meetings, Rules of Procedure for

– 5 –

LETTER FROM THE BOARD

the Board of Directors’ Meetings and Rules of Procedure for the Board of Supervisors’ Meetings will become effective on the same day when the Draft of Articles of Association of A Shares takes effect. Details in relation to the proposed amendments to the existing Rules of Procedure for Shareholders’ General Meetings, Rules of Procedure for the Board of Directors’ Meetings and Rules of Procedure for the Board of Supervisors’ Meetings are set out in Appendix I to Appendix III to this circular respectively.

3 THE EGM

A form of proxy and the reply slip for use at the EGM are also enclosed herewith.

4 VOTING BY POLL

According to the Hong Kong Listing Rules, any vote of shareholders at a general meeting 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.

5 RECOMMENDATIONS

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

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

Chairman

– 6 –

APPENDIX I PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS

The English version of this appendix is an unofficial translation of its Chinese version. In case of any discrepancies, the Chinese version shall prevail.

Details of the proposed amendments to the Rules of Procedure for Shareholders’ General Meetings are as follows (deletion shown by way of strikethrough and new addition by way of underline):

Rules of Procedures for Shareholders’ General Meetings

Chapter I General Provisions

Article 1 For the purposes of further clarifying the terms of reference of shareholders’ general meetings of Harbin Bank Co., Ltd. (hereinafter referred to as the “Company”), of standardizing the organization and behavior of general meetings of the Company, and of maximizing the function of a general meeting, the Rules of Procedures are hereby formulated in combination with the actual circumstance of the Company and according to the regulations under the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China , the Law of the People’s Republic of China on Commercial Banks and the Articles of Association of Harbin Bank Co., Ltd. (hereinafter referred to as the “Articles of Association”), other relevant laws, administrative regulations, departmental rules and relevant regulations by securities regulatory authorities of the jurisdiction where the Company’s shares are listed.

Article 2 Unless otherwise stated herein, the Board of Directors of the Company shall convene the shareholders’ general meeting in accordance with the requirements on convening general meetings as stipulated under the Company Law, as well as other laws, administrative regulations, departmental rules and the Rules of Procedures. All directors of the Company shall bear fiduciary obligations in relation to the convening of a general meeting in the ordinary way, and shall not prevent the shareholders’ general meeting from exercising its functions and powers in accordance with laws.

Article 3 The shareholders’ general meeting shall exercise its functions and power within the scope under the Company Law and the Articles of Association.

Article 4 The shareholders’ general meeting consists of the annual meeting and extraordinary meetings.

Article 5 The annual meeting shall be held once every year within six (6) months upon conclusion of the previous fiscal year. If, for any special reasons, a shareholders’ general meeting is postponed, the Company shall timely explain or report such postponement to the dispatched office of the CSRC at the locality of the Company and the stock exchange where the Company’s stocks are listed for trading. The Company shall also perform its disclosure obligations in accordance with requirements of the stock exchange where the Company’s stocks are listed.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS

APPENDIX I

Article 6 The Company shall convene an extraordinary shareholders’ general meeting within two (2) months since the date of the occurrence of any of the following circumstances:

(1) The number of directors is less than the statutory minimum number prescribed by the Company Law or two thirds (2/3) of the number prescribed in the Articles of Association;
(2) The Company’s undistributed deficit reaches one third (1/3) of the total paid-in equity;
(3) Written request has been put forward by the shareholders who have ten percent (10%) or more of the total issued shares with voting rights of the Company individually or collectively;
(4) The Board of Directors deems it as necessary;
(5) The Board of Supervisors proposes to convene;
(6) Other circumstances stipulated by laws, administrative regulations, departmental regulations or the Articles of Association.

The number of shares referred to in the aforesaid Item (3) shall be calculated as of the date when shareholders put forward the written request.

Article 7 If the Company fails to convene a shareholders’ general meeting within the time frame stipulated under Article 5 and Article 6 of the Rules of Procedures, it shall report to the dispatched office of securities regulatory authority of the State Council at the locality of the Company and the Shanghai Stock Exchange, explain the reasons and make an announcement.

Article 8 At the time of convening the shareholders’ general meeting, the Company will appoint lawyers to issue legal opinions on the following matters and make an announcement:

(1) whether the convening of the shareholders’ general meeting and the convening procedures comply with the laws, administrative regulations and the Articles of Association;
(2) whether the qualifications of the person(s) attending the shareholders’ general meeting and the convener are lawful and valid;
(3) whether the voting procedures and voting results of the shareholders’ general meeting are lawful and valid;
(4) legal opinions issued on other relevant matters as requested by the Company.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS

APPENDIX I

~~Article 7~~ Article 9 Shareholders who legally and validly own the Company’s shares are entitled to attend the shareholders’ general meeting in person or by proxy.

Except for the information involving the Company’s business confidential information which cannot be disclosed at the shareholders’ general meeting, according to the laws and regulations, the Articles of Association and the Rules of Procedures, shareholders are entitled to various rights in respect of relevant issues, such as right of information, right of speech, right of interrogatory and right of voting.

~~Article 8~~ Article 10 Shareholders and proxies attending the shareholders’ general meeting shall comply with regulations under relevant laws and regulations, the Articles of Association and the Rules of Procedures. They shall also maintain the order of the shareholders’ general meeting without prejudice to legal rights of other shareholders.

Chapter II Functions and Powers of the Shareholders’ General Meeting

~~Article 9~~ Article 11 The shareholders’ general meeting is the organ of power of the Company which exercises the following functions and powers according to law:

(1) determining the Company’s business policies and investment plans;
(2) electing and replacing directors, and determining matters concerning remunerations to directors;
(3) electing and replacing the supervisors not appointed from employee representatives, and determining matters concerning remunerations to supervisors;
(4) examining and approving reports of the Board of Directors;
(5) examining and approving reports of the Board of Supervisors;
(6) examining and approving the Company’s annual financial budget and final account proposals;
(7) examining and approving the Company’s profit distribution plans and losses making up plans;
(8) adopting resolutions concerning the increase or decrease of the Company’s registered capital;
(9) adopting resolutions on issuing bonds of the Company;
(10) adopting resolutions on merger, division, dissolution and liquidation or form change of the Company;

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS

APPENDIX I

(11) modifying the Articles of Association;
(12) adopting resolutions on engagement, dismissing or discontinuing the appointment of an accounting firm;
(13) examining fixed assets investments, external guarantees, external investments, and connected transaction matters which should be submitted to the shareholders’ general meeting for examination in accordance with the relevant laws, administrative regulations, departmental rules, provisions of the securities regulators where the Company’s stocks are listed as well as the Company’s Articles of Association and other internal rules;
(14) examining temporary proposals put forward by the shareholders who hold three percent (3%) or more of the total issued shares with voting rights of the Company individually or collectively;
(15) examining and approving changes in use of the raised capital;
(16) examining and approving equity incentive plans;
(17) examining other matters which shall be decided by the shareholders’ general meeting according to the laws, administrative regulations, departmental rules, securities regulatory body where the Company’s stocks are listed, the Articles of Association, and the Company’s other internal rules.

Chapter III Proposals of the Shareholders’ General Meeting

~~Article 10~~ Article 12 Specific proposals shall be made for matters to be discussed at the shareholders’ general meeting, and such proposal shall be resolved at the shareholders’ general meeting.

~~Article 11~~ Article 13 Proposals of shareholders’ general meeting shall meet the following conditions:

(1) in compliance with relevant requirements of laws, regulations and the Articles of Association, and the contents of the proposal shall be within the terms of reference of the shareholders’ general meeting;
(2) have definite topics and specific matters for resolution, and shall be submitted or delivered to the Board of Directors in writing.

~~Article 12~~ Article 14 Where the Company convenes a shareholders’ general meeting, the Board of Directors, the Board of Supervisors and the shareholders who individually or collectively hold three percent (3%) or more of total issued shares with voting rights may put forward a proposal to the Company.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS

APPENDIX I

~~Article 13~~ Article 15 The shareholders who individually or collectively hold three percent (3%) or more of the shares of the Company may put forward an interim proposal and submit it to the Board of Directors in written form within ten (10) days before the meeting is held. The Board of Directors shall issue a supplementary notice on the meeting and announce the contents of the interim proposal within two (2) days upon receipt of the aforesaid proposal. If the listing rules where the Company’s stocks are listed state otherwise, the contents shall meet the rules as well.

Unless it is prescribed by the preceding paragraph, the convener shall, after sending out a notice on the shareholders’ general meeting, not amend the proposal as mentioned in the aforesaid notice or add any new proposal.

~~Article 14~~ Article 16 The shareholders’ general meeting shall not vote on or make a resolution for any proposal that is not listed in the notice on the shareholders’ general meeting or that is inconsistent with Article ~~11~~ 13 of the Rules of Procedures. When the shareholders’ general meeting examines a proposal, it shall not amend the proposal; otherwise, the relevant modification shall be regarded as a new proposal and shall not be voted on at the present shareholders’ general meeting.

Chapter IV Convening of the Shareholders’ General Meeting

~~Article 15~~ Article 17 The Board of Directors shall timely convene shareholders’ general meeting within the time frame stipulated under the Articles of Association and the Rules of Procedures.

~~Article 16~~ Article 18 More than half of and no less than two (2) independent directors shall have the right to propose for an extraordinary general meeting of shareholders to the Board of Directors. The Board of Directors shall give a written reply on agreeing or disagreeing to convene an extraordinary general meeting of shareholders according to the provisions of the laws, administrative regulations and the Articles of Association within 10 days after receiving a proposal put forward by independent directors on convening an extraordinary general meeting of shareholders.

The Board of Directors shall issue a notice to convene a shareholders’ general meeting within 5 days after making the resolution where it agrees to convene an extraordinary general meeting of shareholders; where the Board of Directors disagree to convene a shareholders’ general meeting, it shall explain the reasons and make an announcement.

~~Article 17~~ Article 19 The Board of Supervisors shall have the right to request for an extraordinary general meeting of shareholders to the Board of Directors, and shall put forward its proposal to the Board of Directors in written form. The Board of Directors shall give a written reply on whether to agree or disagree to convene an extraordinary general meeting of shareholders according to the provisions of the laws, administrative regulations and the Articles of Association within ten (10) days after receiving the proposal.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS

APPENDIX I

The Board of Directors will issue a notice to convene a shareholders’ general meeting within five (5) days after making the resolution where it agrees to convene an extraordinary general meeting of shareholders, any changes made to the original proposal in the notice shall obtain consents of the Board of Supervisors.

Where the Board of Directors disagrees to convene an extraordinary general meeting of shareholders or fails to give a written feedback after receiving the proposal within ten (10) days, the Board of Directors shall be regarded as unable to perform or fail to perform its duty to convene a shareholders’ general meeting, the Board of Supervisors can convene and preside over a shareholders’ general meeting on its own initiative.

~~Article 18~~ Article 20 The following procedures shall be followed where shareholders require to convene an extraordinary general meeting of shareholders or a classified shareholders’ meeting:

(1) The shareholders who individually or collectively hold ten percent (10%) or more shares of the Company can sign one or several written requests in the same form and contents to submit to the Board of Directors to require the latter to convene an extraordinary general meeting of shareholders or a classified shareholders’ meeting and explain the subject of the meeting. The Board of Directors shall give a written reply on agreeing or disagreeing to convene an extraordinary general meeting of shareholders or a classified shareholders’ meeting within ten (10) days upon receipt of the request in accordance with the laws, administrative regulations and the Articles of Association;
(2) Where the Board of Directors agrees to hold an extraordinary general meeting of shareholders or a classified shareholders’ meeting, it shall send out a notice within 5 days after the resolution of the Board of Directors is made, any changes made to the original proposal in the notices shall obtain the consents of the relevant shareholders;
(3) Where the Board of Directors does not agree to hold an extraordinary general meeting of shareholders or classified shareholders’ meeting or fails to give a reply within ten (10) days upon receipt of the proposal, the shareholders that solely or collectively hold ten percent (10%) or more shares of the Company shall have the right to propose the Board of Supervisors to hold an extraordinary general meeting of shareholders, and shall put forward the request to the Board of Supervisors in written form;
(4) Where the Board of Supervisors agrees to hold an extraordinary general meeting of shareholders or a classified shareholders’ meeting, it shall send out a notice within five (5) days upon receipt of the request, any changes made to the original proposal in the notices shall obtain the consents of the relevant shareholders;
(5) Where the Board of Supervisors does not send out a notice to convene the extraordinary general meeting of shareholders or classified shareholders meeting

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS

APPENDIX I

within the prescribed time limit, it shall be regarded that the Board of Supervisors will not convene or preside over the shareholders’ general meeting or classified shareholders’ meeting, and the shareholders that solely or collectively hold ten percent (10%) or more shares of the Company for consecutively ninety (90) or more days may hold or preside over the meeting on their own initiatives.

~~Article 19~~ Article 21 Where the Board of Supervisors or shareholders decide to convene the shareholders’ general meeting on its/their own initiative(s), it/they shall send out a written notice to the Board of Directors, and shall put on the records of the dispatched office of the securities regulatory authority of the State Council at the locality of the Company and the Stock Exchange where the Company’s stocks are listed.

~~Article 20~~ Article 22 Before the resolution of the shareholders’ general meeting is announced, the proportion of shares held by the convening shareholders shall be no less than ten percent (10%).

~~Article 21~~ Article 23 The Board of Supervisors and the convening shareholders shall, when sending out a notice on shareholders’ general meeting and circulating an announcement on the resolution of the shareholders’ general meeting, submit the relevant certification materials to the dispatched office of the securities regulatory authority of the State Council at the locality of the Company and the Stock Exchange where the Company’s stocks are listed.

~~Article 22~~ Article 24 In respect to the shareholders’ general meeting convened by the Board of Supervisors or shareholders on its/their own initiative(s), the Board of Directors and its secretary shall show cooperation. The Board of Directors shall provide the register of shareholders on the record date ~~determination~~ , failing of which shall entitle the convener to apply for such register of shareholders from the securities registration and settlement institutions by producing the relevant announcement for convening the shareholders’ general meeting. The convener shall not use such register of shareholders so obtained for any purposes other than convening the shareholders’ general meeting.

~~Article 23~~ Article 25 The expenses necessary for holding the shareholders’ general meeting convened by the Board of Supervisors or shareholders shall be borne by the Company.

Chapter V Notice and Registration of the Shareholders’ General Meeting

~~Article 24~~ Article 26 Where the Company will convene a shareholders’ general meeting, the Company shall send out a written notice to all registered shareholders on the matters to be examined as well as the assembly date and location forty-five (45) days before the meeting. Shareholders intend to attend the shareholders’ general meeting shall submit their written replies to the Company twenty (20) days before the meeting.

~~Article 25~~ Article 27 The Company shall calculate the number of voting shares represented by the shareholders intending to attend the meeting according to the received written replies twenty (20) days before the shareholders’ general meeting. Where the number

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS

APPENDIX I

of voting shares represented by the shareholders intending to attend the meeting reaches more than half (1/2) of the total number of voting shares of the Company, the Company can convene a shareholders’ general meeting; where it fails, the Company shall inform the shareholders on the matters to be examined, assembly date and location again within five (5) days in the form of announcement, after the public notification, the Company can convene a shareholders’ general meeting.

~~Article 26~~ Article 28 The convener shall be responsible for sending out the notice of the shareholders’ general meeting. According to the Rules of Procedures, the convener may be the Board of Directors, Board of Supervisors and the convening shareholders.

Article 29 The notice of shareholders’ general meeting and its supplementary notice shall fully and completely disclose the specific contents of all proposals, and provide all information or explanation necessary for the shareholders to make reasonable judgment towards the matters to be discussed. If opinions of independent directors are required for the matters to be discussed, the opinions of independent directors and the corresponding grounds shall be disclosed when dispatching the notice of shareholders’ general meeting or its supplementary notice.

~~Article 27~~ Article 30 A notice of the shareholders’ general meeting shall be made in writing and include the following contents:

(1) be made in writing;

~~(2)~~ (1) the time, venue, duration and form of the meeting;
~~(3)~~ (2) the matters and proposals to be considered at the meeting;
~~(4)~~ (3) information and explanations necessary for the shareholders to exercise an informed judgment on the proposals to be discussed; this principle includes (but not limited to) the terms of the proposed transaction must be provided in detail together with the proposed contract (if any), and the cause and effect of such proposal must be properly explained when the Company proposes a merger, repurchase of shares, reorganization of share capital or restructuring the Company in any other way;
~~(5)~~ (4) a disclosure of the nature and extent of such interest, if a director, supervisor, presider or other senior management personnel has any material interest in the matters for discussion and an explanation on different effects the matter to be discussed on them in their capacities as shareholders the other shareholders of the same class;

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS

APPENDIX I

~~(6)~~ (5) the full text of any proposed special resolution to be voted at the meeting;
~~(7)~~ (6) a prominent statement explaining that a shareholder entitled to attend and vote shall be entitled to appoint one or more proxies to attend and vote on his/her behalf and that a proxy need not to be a shareholder;
~~(8)~~ (7) the time and place for lodging proxy forms for the relevant meeting;
~~(9)~~ (8) a prominent statement that all shareholders are entitled to attend and vote at a shareholders’ general meeting, or appoint proxy to attend and vote on his/her behalf in written form. A proxy need not be a shareholder of the Company;
~~(10)~~ (9) the record date on which the shareholders are eligible to attend the shareholders’ general meeting; and
~~(11)~~ (10) the name and the phone number of the contact person of the meeting.

In cases where the shareholders’ general meeting is conducted through network or by other means, the notice of shareholders’ general meeting shall state clearly the voting time and voting procedures through network or by other means.

~~Article 28~~ Article 31 In case where issues relating to election of directors and supervisors will be discussed at the shareholders’ general meeting, the notice of the shareholders’ general meeting shall fully disclose the detailed information about the candidates for directors or supervisors , and at least include the following basic information:

(1) personal background, such as education, work experience and part-time jobs;
(2) whether he/she is a associate/connected person of the Company or the Company’s controlling shareholder or the actual controller;
(3) his/her shareholding in the Company;
(4) whether he/she has been penalized by the CSRC or other relevant authorities, or received warnings from any stock exchange.

Except for directors and supervisors who are elected by way of cumulative voting system, a single proposal shall be put forward for each candidate of director and supervisor.

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~~Article 29~~ Article 32 The notice of the shareholders’ general meeting shall set out the record date. Normally, the time interval between the record date and the meeting date will not be more than 7 working days. The record date cannot be changed once it is confirmed.

Registration of change in the register of shareholders due to shares transfer shall not be allowed within thirty (30) days prior to the date of a shareholders’ general meeting or within five (5) days before the base date set by the Company for the purpose of distribution of dividends.

~~Article 30~~ Article 33 After the notice on convening the shareholders’ general meeting sent out, the shareholders’ general meeting shall not be postponed or cancelled and the proposal listed in the notice on the shareholders’ general meeting shall not be cancelled without justifiable causes. In case of postponement or cancellation of shareholders’ general meeting due to special reasons, the convener shall publish a delay announcement at least two (2) working days before the original date of shareholders’ general meeting. Reasons for the postponement and the new date of shareholders’ general meeting shall be set out in such announcement.

For shareholders’ general meeting which has been postponed, the record date stipulated under the original notice identifying the shareholders who are entitled to attend the meeting cannot be alternated.

~~Article 31~~ Article 34 Shareholders attending the shareholders’ general meeting shall complete relevant procedures for attending the meeting in accordance with the requirements stipulated under the notice of shareholders’ general meeting.

~~Article 32~~ Article 35 The letter of attorney issued by a shareholder to entrust a proxy to attend the shareholders’ general meeting shall be in writing and include the following contents:

(1) the name of the proxy;
(2) whether the proxy has the voting right or not;
(3) the instructions to vote for, against or abstain from voting each item to be examined by the shareholders’ general meeting respectively;
(4) the issuance date and expiry date of the letter of attorney;
(5) whether the proxy has the voting right over temporary proposal which may be included in the agenda of the shareholders’ general meeting or not, and specific instructions shall be given over what voting right shall be exercised if the proxy does have the voting right;
(6) the signature (or seal) of the entrusting party. Where the entrusting party is an institutional shareholder, the legal entity shall seal on the letter of attorney;

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(7) the letter of attorney shall indicate that the shareholder proxy can vote according to his/her own opinions if the shareholder does not make specific instructions.

~~Article 33~~ Article 36 The instrument appointing a voting proxy shall be placed at the domicile of the Company or at such other place as specified in the notice of the meeting within twenty-four (24) hours prior to the meeting at which the proxy is authorized to vote or within twenty-four (24) hours prior to the specified time for the voting. Where the instrument is signed by another person authorized by the entrusting party, the power of attorney or other authorization document shall be notarized. The notarized power of attorney or other authorization document shall be placed together with the instrument appointing the voting proxy at the domicile of the Company or at such other place as specified in the notice of the meeting.

Where the entrusting party is a legal person, its legal representative or the person authorized by resolution of its Board of Directors or other decision-making body shall be entitled to attend the Company’s shareholders’ general meeting as the representative of such legal person.

Where the shareholder is a recognized clearing house (or its proxy) defined by the Hong Kong Securities and Futures Ordinance, the shareholder may authorize one or more persons it considers appropriate as its representative(s) at any shareholders’ general meeting or any classified shareholders meeting; however, if more than one person are authorized, the power of attorney shall contain the number and class of shares for which such persons are authorized, and shall be signed by an authorized personnel of the recognized clearing house. The person(s) so authorized can represent the recognized clearing house (or its proxy) to attend the meeting and exercise its right, as if the persons are the Company’s individual shareholders, and shall not be required to produce evidence of shareholding, the notarized power of attorney and/or further evidence to prove that he/she/they have been duly authorized.

~~Article 34~~ Article 37 The office of the Board of Directors is responsible for preparing the shareholder register for attending the shareholders’ general meeting. Such register shall set out information such as the name of attendants (or name of units), identification number, residence address, number of shares with voting rights held or represented, and name of proxies (or name of units).

Chapter VI Holding of the Shareholders’ General Meeting

~~Article 35~~ Article 38 The location for the Company to convene a shareholders’ general meeting shall be at the Company’s domicile or other places specified in the Articles of Association.

An assembly room will be set up for the shareholders’ general meeting and the meeting will be held in the form of live meeting. The Company may also provide the safe, economical and convenient network or other means for the convenience of shareholders to attend the shareholders’ general meeting according to the relevant provisions. Shareholders attend the shareholders’ general meeting through the aforesaid means shall be considered as present.

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Shareholders may attend and vote at the shareholders’ general meeting in person, or authorize proxies to attend the meeting and vote within the scope of authority granted by the power of attorney.

~~Article 36~~ Article 39 Any shareholder entitled to attend and vote at the shareholders’ general meeting shall be entitled to appoint one (1) or more persons (who may not be shareholders) as his/her proxy to attend and vote on his/her behalf. The shareholder proxy can exercise the following rights according to the entrustment of the shareholder:

(1) to exercise the shareholders’ right to speak at the shareholders’ general meeting;
(2) to demand a poll on his/her own initiative or join in such a demand;
(3) to vote by hand or on a poll, except that, where a shareholder has appointed more than one (1) proxy, his/her proxies may only exercise the voting rights by poll.

Article 40 The voting of a shareholders’ general meeting held through network or by other means shall not commence before 3:00 p.m. on the day before the day on which the live meeting of the shareholders’ general meeting is convened, nor after 9:30 a.m. on the day on which the live meeting of the shareholders’ general meeting is convened, and shall not end before 3:00 p.m. on the closing day of the live meeting of the shareholders’ general meeting.

~~Article 37~~ Article 41 The Board of Directors and the Board of Supervisors shall take necessary measures to guarantee the seriousness and normal order of the shareholders’ general meeting. The Company is entitled to refuse the entrance of any other person in accordance with law, except for those who are entitled to attend the meeting or attend the meeting as non-voting delegates in accordance with the Articles of Association. The Company shall take measures to deter any act of disturbing the shareholders’ general meeting, picking quarrels and provoking troubles or damaging the lawful rights and interests of any shareholder, and shall timely report it to the relevant department for investigation and punishment.

~~Article 38~~ Article 42 All shareholders under the register of shareholders on the record date and their respective proxies are entitled to attend the shareholders’ general meeting. The Company and the convener must not refuse the entrance of such person for any reason.

~~Article 39~~ Article 43 A shareholder attending the meeting shall show his/her ID card or other valid certificates or proof or stock account certificate that can prove his/her identity; a proxy who attends the meeting entrusted by a shareholder shall show his/her valid ID card and the letter of attorney issued by the shareholder.

~~Article 40~~ Article 44 Institutional shareholders should assign their legal representatives or proxies authorized by the legal representatives to attend the meeting. Where a legal representative attends the meeting, he/she should show the ID card, and a valid certification to prove the qualification of the legal representative; where an entrusted proxy attends the meeting, the proxy should show his/her ID card, a written power of attorney issued by the legal representative of the institutional shareholder unit in accordance with the laws.

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~~Article 41~~ Article 45 The convener and the lawyers appointed by the Company shall jointly verify the legality of the shareholders’ qualifications according to the register of shareholders provided by the securities registration and settlement institutions and register the names of the shareholders and the number of shares held by them with voting rights. Registration of shareholders attending the meeting shall terminate before the chairperson of the meeting announces the number of persons and proxies attending the meeting on site and the total number of shares with voting rights.

~~Article 42~~ Article 46 When a shareholders’ general meeting is held by the Company, all the directors and supervisors and the secretary of the Board of Directors shall attend the meeting, and the presider and other senior management personnel shall attend the meeting as non-voting delegates.

~~Article 43~~ Article 47 The shareholders’ general meeting shall be held by the chairman of the Board of Directors. Where the chairman cannot perform his/her duties or fails to perform his/her duties, the deputy chairman of the Board of Directors shall preside over the meeting; where the deputy chairman also cannot perform his/her duties or fails to perform his/her duties, half of the directors or more shall jointly recommend one director to preside over the meeting.

~~Article 44~~ Article 48 Where the Board of Supervisors convenes the shareholders’ general meeting on their initiatives, the chairman of the Board of Supervisors shall preside over the meeting. Where the chairman of the Board of Supervisors cannot perform his/her duties or fails to perform his/her duties, the deputy chairman of the Board of Supervisors shall preside over the meeting; where the deputy chairman of the Board of Supervisors cannot perform his/her duties or fails to perform his/her duties, half of the supervisors or more shall jointly recommend one (1) supervisor to preside over the meeting.

~~Article 45~~ Article 49 Where the shareholders convene the shareholders’ general meeting on their initiatives, the convener shall recommend one representative to preside over the meeting.

~~Article 46~~ Article 50 When the shareholders’ general meeting is held and the presider of the meeting violates the Rules of Procedures and makes it difficult for the shareholders’ general meeting to continue, the shareholders’ general meeting may recommend one person as the presider of the meeting upon consent of not less than half of the voting shareholders that are present at the meeting, and continue the meeting.

~~Article 47~~ Article 51 At an annual shareholders’ general meeting, the Board of Directors and the Board of Supervisors shall report their respective work of the previous year to the shareholders’ general meeting respectively. Each independent director shall also report their works.

~~Article 48~~ Article 52 The shareholders’ general meeting shall commence at the prescribed time. Before the voting, the presider of the meeting shall announce the number of shareholders and proxies attending the live meeting and the total number of voting shares, which shall be subject to the figures registered at the meeting.

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~~Article 49~~ Article 53 Shareholders attending the shareholders’ general meeting may request to make a speech. Shareholders who request to make a speech shall be registered before the meeting or before voting during the meeting. Speeches of those shareholders shall be made in the time order of the request made. The presider of the shareholders’ general meeting will determine the number of persons to speak and the duration of speeches based on the actual situation. If a shareholder (or proxy) makes a speech in violation of the above rules, the presider of the meeting may refuse or terminate his/her speech.

~~Article 50~~ Article 54 When considering a proposal, the participating directors, supervisors, the president, other senior management personnel and any person who has obtained permission from the presider of the meeting are entitled to make speeches at the meeting.

~~Article 51~~ Article 55 The Board of Directors, the Board of Supervisors and senior management personnel shall accept shareholders’ inquiries, and make replies or explanations on the inquiries and suggestions of shareholders at the shareholders’ general meeting except for the information involving the Company’s business confidential information which can’t be disclosed at the shareholders’ general meeting.

Chapter VII Voting and Resolution of the Shareholders’ General Meeting

~~Article 52~~ Article 56 The shareholders (including proxies) shall exercise their voting rights according to the number of voting shares that they hold at the shareholders’ general meeting, each share shall carry one voting right.

~~Article 53~~ Article 57 The Company has no voting right for the shares it holds, and such part of shares shall not be included in the total amount of voting shares of the shareholders that attend the shareholders’ general meeting.

~~Article 54~~ Article 58 Resolutions of the shareholders’ general meeting include ordinary and special resolutions.

(1) Ordinary resolutions of the shareholders’ general meeting shall be passed by more than half (1/2) of the voting rights held by shareholders (including proxies) attending the meeting;
(2) Special resolutions of the shareholders’ general meeting shall be passed by more than two-thirds (2/3) of the voting rights held by the shareholders (including proxies) attending the meeting.

~~Article 55~~ Article 59 The following matters shall be passed by ordinary resolution by the shareholders’ general meeting:

(1) The work report of the Board of Directors and the Board of Supervisors;

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(2) The profit distribution plan and loss make-up plan proposed by the Board of Directors;
(3) Appointment and removal and remuneration and payment methods of the members of the Board of Directors and the Board of Supervisors;
(4) The Company’s annual budget and final accounts report, balance sheet, profits statement and other financial statements;
(5) The Company’s annual report;
(6) Consideration of changes in the use of raised proceeds;
(7) Other matters other than those stated to be passed by special resolutions by the laws, administrative regulations or the Articles of Association.

~~Article 56~~ Article 60 The following matters shall be resolved by way of special resolutions of the shareholders’ general meeting:

(1) Increase or reduction of the Company’s share capital and issuance of any class of shares, warrants or other similar securities;
(2) Issuance of the Company’s bonds or listing;
(3) Division, merger, dissolution and liquidation or change of form of the Company;
(4) Equity incentive plan;
(5) Amendment to the Articles of Association of the Company;
(6) Fixed assets investment, external guarantee, external investment matters which shall be submitted to the shareholders’ general meeting for consideration in accordance with the relevant laws, administrative regulations and departmental rules, the provisions of the securities regulatory authority of the locality where the shares of the Company are listed as well as the provisions of the Company’s Articles of Association and other internal system;
(7) Other matters prescribed in the laws, administrative regulations and the Articles of Association, as well as other matters, as determined by way of an ordinary resolution of the shareholders’ general meeting, which may have a significant impact on the Company and require to be passed by way of a special resolution.

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~~Article 57~~ Article 61 Votes of the shareholders’ general meeting shall be taken by raising hands for resolutions, unless relevant regulations of the securities regulatory authority of the locality where the shares of the Company are listed require voting by poll, or the following persons require voting by poll before or after voting by raising hands:

(1) The meeting presider;
(2) At least two (2) shareholders having voting rights or proxies of shareholders having voting rights;
(3) One or several shareholders (including their proxies) holding individually or jointly ten percent (10%) or more of the voting shares at the meeting.

~~Article 58~~ Article 62 Unless the securities regulatory authority of the locality where the shares of the Company are listed requires otherwise or somebody proposes voting by poll, the presider of the meeting shall declare whether the proposal has been passed according to the results of the vote by raising hands, and shall record the content in the minutes of the meeting, which shall serve as final evidence without having to state the number or proportion of the votes for or against the resolution passed at the meeting.

~~Article 59~~ Article 63 The request for voting by poll may be withdrawn by the person who made it.

~~Article 60~~ Article 64 When voting on the election of directors and supervisors at the shareholders’ general meeting, the cumulative voting system may be implemented according to the provisions in the Articles of Association or the resolution of the shareholders’ general meeting.

~~Article 61~~ Article 65 The cumulative voting system mentioned in the previous article means that each share has the number of voting right equal to the number of directors or supervisors to be elected, and the voting right owned by a shareholder may all be used toward one director candidate at the shareholders’ general meeting for election of directors.

~~Article 62~~ Article 66 Except for the cumulative voting system, the shareholders’ general meeting shall vote on all the proposals item by item.

~~Article 63~~ Article 67 If there are various proposals for one matter, shareholders shall vote on the proposals on the basis of the time sequence of the proposals. Unless the shareholders’ general meeting is suspended or no resolution can be made due to special reasons such as force majeure, the shareholders’ general meeting shall not shelve the proposals or suspend the voting of proposals.

~~Article 64~~ Article 68 When voting on matters in relation to related/connected transaction at shareholders’ general meeting, shareholders involved in such related/connected transaction shall abstain from voting. The voting shares held by such shareholders shall not be included in the total number of valid voting shares.

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Related /Connected shareholder can withdraw by himself/herself, or any other shareholder attending the shareholders’ general meeting can put forward withdrawing requests.

Article 69 When considering significant matters which will affect the interests of minority shareholders at the shareholders’ general meeting, the voting of minority shareholders shall be counted separately. The result on separate voting shall be disclosed in a timely manner.

~~Article 65~~ Article 70 The Company has no voting right for the shares it holds, and such part of shares shall not be included in the total amount of voting shares of the shareholders that attend the shareholders’ general meeting.

Article 71 The Company’s Board of Directors, independent directors and shareholders conforming to the relevant prescribed requirements can solicit shareholders’ voting rights. When soliciting shareholders’ voting rights, shareholders who are subject to solicitation shall be provided with information regarding specific voting directions. Paid or paid in any form of solicitation of shareholders’ voting rights are prohibited. The Company cannot set out restriction on minimum holding when soliciting shareholders’ voting rights.

~~Article 66~~ Article 72 The same voting right can only be exercised by means of one of the following: voting on site, through network or one of other voting methods. The same voting right with duplicate voting will be subject to the outcome of the first voting.

~~Article 67~~ Article 73 Where the matter requested to be voted upon by poll is the election of the chairman or the adjournment of the meeting, a poll shall be taken immediately; where a poll is requested for any other matter, such poll shall be taken at the time decided upon by the chairman and the meeting may proceed with the discussion of other matters; the result of the poll shall still be regarded as a resolution passed at that meeting.

~~Article 68~~ Article 74 When a poll is held, shareholders (including their proxies) with two (2) or more votes need not cast all their votes as affirmative or negative.

~~Article 69~~ Article 75 Before the shareholders’ general meeting votes on proposals, it shall recommend two (2) shareholders to take part in the calculation and monitoring of the cast of votes. In case any matter for consideration concerns the interest of any shareholder, such shareholder and his/her proxy shall not take part in the calculation and monitoring of the cast of votes.

~~Article 70~~ Article 76 When the shareholders’ general meeting is voting on the proposals, the lawyers, representatives of shareholders and supervisors shall be jointly responsible for the calculation and monitoring of the poll. The voting results shall be announced on site and shall be recorded in the minutes of the meeting.

~~Article 71~~ Article 77 The shareholders of the Company or their proxies that vote through network or by any other means shall have the right to check their voting results through the corresponding voting system.

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~~Article 72~~ Article 78 The live meetings of the shareholders’ general meeting shall not end any earlier than that held through network or by any other means. The presider of the meeting shall declare the voting and result of each proposal at the meeting, and announce whether the proposal has been passed in light of the voting result. The voting results will be recorded in the minutes.

~~Article 73~~ Article 79 Before the voting result is formally announced, relevant parties including vote counters, scrutineers, main shareholders and the network service provider, etc. involved in the voting of the shareholders’ general meeting on site, through network or by any other means, shall bear the obligation of keeping the confidentiality of the voting.

~~Article 74~~ Article 80 The shareholders attending the shareholders’ general meeting shall deliver one of the following kinds of opinions on the proposals put forward for voting: consent, objection or abstention , except that securities registration and settlement institutions, being the nominal holders of shares subject to the Shanghai-Hong Kong Stock Connect, may express opinions according to the intentions of actual holders .

~~Article 75~~ Article 81 Voters, whose ballots are not filled in, wrongly filled in or unintelligible shall be regarded as having abandoned their voting rights and the voting results of their shares shall be regarded as “abstention”.

~~Article 76~~ Article 82 The presider of the meeting shall be responsible for deciding whether or not a resolution of the shareholders’ general meeting has been passed. His/her decision shall be final and shall be announced at the meeting and recorded in the minutes of the meeting.

~~Article 77~~ Article 83 Where the presider of the meeting has any doubt over the result of a resolution put forward for voting, he/she may re-organize the counting of the votes; where the presider of the meeting does not count the votes, a shareholder or its proxy attending the meeting who challenges the result announced by the presider of the meeting shall have the right to request counting of votes to be conducted immediately after such announcement, and the presider of the meeting shall immediately organize the counting of the votes.

~~Article 78~~ Article 84 Where counting of votes is held at a shareholders’ general meeting, the result of the counting shall be recorded in the minutes of the meeting.

~~Article 79~~ Article 85 The minutes of the meeting together with the attendance records signed by the attending shareholders and proxies’ power of attorneys shall be kept at the Company’s domicile.

Chapter VIII Special Procedures for Voting by Classified Shareholders

~~Article 80~~ Article 86 Shareholders who hold different class of shares shall be classified shareholders.

Classified shareholders enjoy rights and assume obligations according to laws, administrative regulations and the provisions of the Articles of Association.

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~~Article 81~~ Article 87 Where the Company proposes to change or abrogate the rights of classified shareholders, the proposal shall be implemented only after it has been approved by a special resolution of the shareholders’ general meeting and by the shareholders’ general meetings convened separately by affected classified shareholders according to Article 126 to Article 130 of the Articles of Association.

~~Article 82~~ Article 88 In the following conditions, the rights of a certain classified shareholders shall be deemed to be changed or abrogated:

(1) an increase or decrease in the number of shares of such class, or an increase or decrease in the number of shares of a class which enjoys equal or more voting rights, distribution rights and other privileges to those of the shares of such class;
(2) a conversion of all or part of the shares of such class to the shares of another class, or a conversion of all or part of the shares of another class to the shares of such class, or the grant of such conversion right;
(3) a cancellation or reduction of the right of the shares of such class to gain accrued dividends or cumulative dividends;
(4) a reduction or cancellation of the priority of the shares of such class in obtaining dividends, or property distribution in the Company’s liquidation;
(5) an increase, cancellation or reduction in the share conversion rights, options, voting rights, transfer rights, pre-emptive rights, and rights to acquire the Company’s securities attached to the shares of such class;
(6) a cancelation or reduction of rights to receive amounts payable from the Company in a particular currency attached to shares of such class;
(7) a creation of a new class of shares with voting rights, distribution rights or other privileges equal or superior to those of the shares of such class;
(8) an imposition of restrictions or increase of restrictions on the transfer or ownership of shares of such class;
(9) a right to subscribe for such class or another class of shares, or convert into another class of shares;
(10) an increase in the rights and privileges of shares of another class;
(11) restructuring plan of the Company which will cause shareholders of different classes to bear liability disproportionably during the restructuring;

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(12) an amendment or cancellation of the provisions in this chapter.

~~Article 83~~ Article 89 Affected classified shareholders, regardless of whether they originally have voting rights in the shareholders’ general meeting, have the voting rights on the classified shareholders’ meeting for issues stated in (2) to (8) and (11) to (12) of Article 125 of the Articles of Association, except for the interested shareholders.

~~Article 84~~ Article 90 The interested shareholders mentioned in the preceding article are defined as follows:

(1) when the Company issues a buy-back offer to all shareholders equally pro rata or buys back its own shares by open transaction at a stock exchange according to Article 32 of the Articles of Association. The interested shareholders refer to the controlling shareholders defined in Article 70 of the Articles of Association;
(2) when the Company buys back its own shares by agreement outside a stock exchange in accordance with Article 32 of this Articles of Association, the interested shareholders refer to the shareholders which are related to the agreement; and
(3) in the Company’s restructuring plan, the interested shareholders refers to those shareholders who undertake liability in a lower proportion than other shareholders under this class or refers to the shareholders who own interests different from other shareholders under this class.

~~Article 85~~ Article 91 The resolutions of classified shareholders’ meeting shall be passed by more than two-thirds (2/3) of voting shares of shareholders who attend classified shareholders’ meeting and have the voting rights according to Article 126 of the Articles of Association.

~~Article 86~~ Article 92 If the Company intends to convene a meeting of classified shareholders, it should issue a written notice forty-five (45) days in advance to inform all registered shareholders under this class about the issues to be considered at the meeting, meeting date and meeting place. The shareholders who intend to attend the meeting shall send their written replies of attendance to the Company 20 days before the meeting to be held.

~~Article 87~~ Article 93 If the number of shares with voting right on the meeting held by shareholders who intend to attend meeting reaches more than half (1/2) of the total number of the shares of such class with voting right at the meeting, the Company may convene a meeting of classified shareholders; if not, the Company should, within five days, notify the shareholders, through making an announcement with the issues to be considered at the meeting, meeting date and place, and then the Company may convene a meeting of classified shareholders.

~~Article 88~~ Article 94 The notice on meeting of classified shareholders only needs to be sent to shareholders entitled to vote at the meeting.

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~~Article 89~~ Article 95 Meetings of classified shareholders should be held in the procedure, to the extent possible, same as that of the shareholders’ general meeting. The provisions on procedures of shareholders’ general meeting as stated in the Articles of Association apply to the meetings of classified shareholders.

~~Article 90~~ Article 96 In addition to other classified shareholders, shareholders of domestic shares and shareholders of foreign shares listed overseas are regarded as shareholders under different classes.

~~Article 91~~ Article 97 The following circumstances shall not apply to special procedures for voting by classified shareholders:

(1) upon approval of the shareholders’ general meeting by special resolution, the Company issues domestic shares and overseas listed shares every other twelve (12) months, either separately or simultaneously, and the domestic shares and overseas listed shares to be issued do not exceed twenty (20%) of the total number of such class of shares already issued to the public, respectively;
(2) the plan on issuing domestic shares and overseas listed shares when the incorporation of the Company is accomplished within fifteen (15) months from the date of obtaining approval from the securities regulatory authority of the State Council;
(3) shares of the Company held by its promoters are converted into overseas listed shares upon approval by the securities regulatory authority of the State Council.

Chapter IX Minutes of and Announcements on the Shareholders’ General Meeting

~~Article 92~~ Article 98 Minutes of the shareholders’ general meeting shall be kept by the secretary of the Board of Directors. The minutes shall include the following information:

(1) The time, place, agenda and name of the convener of the meeting;
(2) Names of the presider of the meeting, directors, supervisors, secretary of the Board of Directors, president and other senior management personnel present or in attendance at the meeting;
(3) Number of shareholders and their proxies attending at the meeting, the total number of voting shares they held and the percentage of their shares in the total number of shares of the Company;
(4) Process of consideration, key points of speeches and the voting result of each proposal;
(5) Enquiries and suggestions of the shareholders and reply or explanation from the Board of Directors and the Board of Supervisors;

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(6) Names of the lawyers, vote counters and scrutinizers;
(7) Other contents to be recorded in the minutes according to the shareholders’ general meeting and required by the Articles of Association.

~~Article 93~~ Article 99 The convener shall ensure the authenticity, accuracy and completeness of the minutes. Directors, supervisors, the secretary of the Board of Directors, the convener or their representatives and the presider of the meeting attending the meeting shall sign on the minutes. The minutes shall be kept together with the book of signatures of shareholders attending the meeting in person, the proxy statements and valid materials establishing the voting online and by other means for at least ten (10) years.

~~Article 94~~ Article 100 The resolutions of the shareholders’ general meeting shall be announced in a timely manner, and the announcement shall indicate the number of shareholders and proxies that attended the meeting, the total amount of their voting shares and its proportion to the total voting shares of the Company, the voting method, the voting result of each proposal and detailed contents of each resolution. The attendance and voting of holders of domestic and foreign shares at the meeting shall be counted respectively and announced.

~~Article 95~~ Article 101 Where a proposal is not adopted or the shareholders’ general meeting changes the resolution of any previous shareholders’ general meeting, it shall give a special notice in the announcement on the resolution of the shareholders’ general meeting.

~~Article 96~~ Article 102 The convener shall ensure that the shareholders’ general meeting goes on smoothly until final resolutions are made. Where the shareholders’ general meeting is adjourned or unable to make any resolution due to any special reasons, e.g., force majeure, necessary measures shall be taken to resume or terminate the meeting as soon as possible, and an announcement shall be made in a timely manner. And the convener shall report to the dispatched office of the securities regulatory authority of the State Council at the locality of the Company and the stock exchange.

~~Article 97~~ Article 103 If, during the meeting, disputes arise among the attending shareholders (including proxy of the shareholders) on the identity of any shareholder and the counting results, and are unable to be resolved on site, and the order of the meeting is affected to the extent that the meeting cannot continue, the presider of the meeting shall declare an adjournment of the meeting.

After the aforementioned situation disappears, the presider of the meeting shall notify the shareholders to resume the meeting as soon as practicable.

~~Article 98~~ Article 104 Relevant materials of the resolutions and minutes of the shareholders’ general meeting shall be submitted to or filed with the relevant authorities in compliance with relevant laws, administrative rules, departmental rules and requirements of the securities regulatory authority and stock exchange of the place where the shares of the Company are listed.

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~~Article 99~~ Article 105 Where the shareholders’ general meeting adopts the proposal on the election of relevant directors or supervisors, the newly appointed directors or supervisors shall be in office in accordance with the Articles of Association.

~~Article 100~~ Article 106 Where the shareholders’ general meeting adopts the proposal on profit distribution, cash dividends, rights issue or capitalization of capital reserves, the Company shall implement the specific scheme within two (2) months upon conclusion of the shareholders’ general meeting

~~Article 101~~ Article 107 Shareholders may examine photocopies of the minutes of meetings during the Company’s office hours free of charge. If any shareholder requests from the Company a photocopy of relevant minutes of meetings, the Company shall send such photocopies within 7 days of receiving payment of reasonable charges.

~~Article 102~~ Article 108 The shareholders’ general meeting shall carry out the lawyer witnessing system and the lawyers shall issue legal opinions on the legitimacy of, among other things, the procedures of the meeting, qualifications of the shareholders who attend the meeting, and the contents of the resolutions of the meeting. The shareholders’ general meeting shall comply with the requirements on ballot scrutiny in the place where the shares of the Company are listed.

~~Article 103~~ Article 109 The secretary of the Board of Directors shall be responsible for keeping written materials, including the register of the attendees of the meeting, the proxy forms, statistical information relating to the voting, minutes, lawyer witnessing legal opinions and so on under the file management system.

~~Article 104~~ Article 110 For confidential information in relation to the shareholders’ general meetings, the participants and other persons who have access to such information shall keep such information confidential, and are liable to any legal proceedings instituted by the Company for breach of such confidentiality.

~~Article 105~~ Article 111 Any resolution made by the shareholders’ general meeting of the Company in violation of the laws and administrative regulations shall be invalid. The controlling shareholder and the actual controller of the Company shall not restrict or obstruct minority shareholders to exercise their voting rights in accordance with laws and shall not infringe the legitimate rights of the Company and minority shareholders. If the convening procedures and voting methods of the shareholders’ general meeting are in violation of the laws, administrative regulations or the Articles of Association, or the contents of the resolutions are in violation of the Articles of Association, shareholders may apply to the People’s Court for revocation of such resolutions within 60 days from the date of adopting the resolution.

Where shareholders file lawsuits in accordance with the provisions of the preceding paragraph, the Company can apply to the People’s Court for requiring the shareholders to provide corresponding guarantee.

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If the change of registration has been made by the Company in accordance with the resolution of the shareholders’ general meeting, after the People’s Court announces such a resolution be void or rescinded, the Company shall apply to the Company’s registration authority for revocation of the change of registration.

Chapter X Authority Granted to the Board of Directors by the Shareholders’ General Meeting

~~Article 106~~ Article 112 For matters to be decided at the shareholders’ general meeting as prescribed by laws and regulations, departmental rules, regulatory documents and the Articles of Association, they have to be considered at the shareholders’ general meeting one by one so as to ensure that shareholders of the Company have a right to decide over them. If necessary and under reasonable and legal conditions, they can be determined by the Board of Directors as authorized by the shareholders’ general meeting. The authority shall be specific and concrete.

~~Article 107~~ Article 113 If the Board of Directors is authorized by the shareholders’ general meeting to determine matters which shall be determined by ordinary resolution, the authority should be passed by majority voting rights held by the attending shareholders (including their proxies); if the authority relates to matters which shall be determined by special resolution, the authority should be passed by attending shareholders (including their proxies) holding more than two-thirds of the voting rights.

Chapter XI Supplementary Provisions

~~Article 108~~ Article 114 Unless otherwise stated, expressions herein shall have the same meaning ascribed to them under the Articles of Association.

~~Article 109~~ Article 115 The announcement or notice as referred to herein shall mean information disclosure published on the newspapers designated by the related regulatory authorities. In case that such announcement or notice is rather long, the Company may disclose a summary thereof on the newspapers designated by the related regulatory authorities, provided that the full text thereof shall be posted on the website designated by the related regulatory authorities.

The supplementary notice of the shareholders’ general meeting as referred to herein shall be announced on the designated newspaper where the notice of the meeting is published.

~~Article 110~~ Article 116 All “over”, “within”, “at least” and “before” used in the Rules of Procedures include the relevant figure itself, and all “exceed”, “more than”, “below” and “less than” do not include the relevant figure itself.

~~Article 111~~ Article 117 Upon approval by the shareholders’ general meeting of the Company, the Rules of Procedures shall come into force from the day when the A shares of the Company are listed on the Shanghai Stock Exchange . From the date when the Rules of Procedures take effect, the original Rules of Procedures shall automatically lose effectiveness.

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~~Article 112~~ Article 118 For any matters not covered by the Rules of Procedures, they shall be governed by relevant laws, administrative regulations and departmental rules in China and the Articles of Association. Any conflict arising among the Rules of Procedures, and subsequent relevant laws and regulations in China or the Articles of Association as validly amended shall be governed by relevant laws, administrative regulations and departmental rules in China and the Articles of Association, and amendments to the Rules of Procedures shall be made forthwith and submitted to a shareholders’ general meeting for approval.

~~Article 113~~ Article 119 The right of interpretation shall belong to the Board of Directors of the Company.

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The English version of this appendix is an unofficial translation of its Chinese version. In case of any discrepancies, the Chinese version shall prevail.

Details of the proposed amendments to the Rules of Procedure for the Board of Directors’ Meetings are as follows (deletion shown by way of strikethrough and new addition by way of underline):

Harbin Bank Co., Ltd.

Rules of Procedure for the Board of Directors’ Meetings

Chapter I General Provisions

Article 1 For the purposes of further standardizing the meeting rules and decision-making procedures of the Board of Directors’ Meetings of Harbin Bank Co., Ltd. (hereinafter referred to as the “Company”), facilitating the effective performance of duties by Directors and the Board of Directors, and upgrading the normal operation and scientific decision-making of the Board of Directors, the Rules of Procedures are hereby formulated in combination with the actual circumstances of the Company and according to the regulations under the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China , the Law of the People’s Republic of China on Commercial Banks and the Articles of Association of Harbin Bank Co., Ltd. (hereinafter referred to as the “Articles of Association”) and other relevant laws, administrative regulations, and departmental rules.

Article 2 The Board of Directors is the decision-making body of the Company. It exercises its functions and power according to the Company Law and the Articles of Association and is accountable to the general meeting.

Article 3 The Board of Directors should perform its duties with good faith and diligence, ensure compliance by the commercial bank with the laws, regulations and departmental rules, earnestly protect legitimate interests of shareholders, and express its opinions and protect the interests of depositors and other stakeholders.

Article 4 The Board of Directors should exercise its functions and power in the form of Board of Directors’ Meeting. A Director basically performs his/her duties by participating in the Board of Directors’ Meeting as required. A Director bears fiduciary and diligence obligations to the Company and all shareholders. A Director should earnestly perform his/her duties and protect the interests of the Company and all shareholders in accordance with the requirement of relevant laws, regulations, departmental rules and the Articles of Association.

Article 5 The Rules apply to the Board of Directors of the Company, each of the special committees of the Board of Directors, the Directors and the departments and personnel involved in the Rules.

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Chapter II Composition and Functions of the Board of Directors

Article 6 The Board of Directors consists of eleven (11) to fifteen (15) directors, including 1 chairman of Board of Directors and one (1) vice chairman of Board of Directors, and the number of independent directors shall be not less than one third (1/3) of all directors.

Article 7 The Board of Directors shall exercise the following functions and powers:

(1) convene the shareholders’ general meeting and to report to the shareholders’ general meeting;
(2) implement the resolutions of the shareholders’ general meeting;
(3) decide the development plan of the Company, formulate business development strategy of the Company and supervise implementation of the strategy;
(4) decide the operation plan, investment plan, and major assets disposal plan of the Company;
(5) formulate the risk tolerance, risk management and internal control policies of the Company;
(6) formulate the annual financial budget plan and final account plan of the Company;
(7) formulate the profit distribution plan and loss make-up plan of the Company;
(8) formulate the plans for the increase or decrease of the registered capital, the issuance of bonds or other securities and the listing of the Company;
(9) formulate capital planning and bear the ultimate responsibility of capital management;
(10) make plans for major acquisitions of the Company, repurchase the stock of the Company or merger, division, dissolution and change of formation of the company;
(11) regularly evaluate and improve the Company’s corporate governance;
(12) within the authorized range of the shareholders’ general meeting, decide the Company’s external investment, acquisition and selling of assets, pledge of assets, external guarantee matters, related/connected transactions, external donations and other matters;

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(13) determine arrangement plans for the Company’s internal management organizations, branch organizations and capacity, and the number of management personnel;
(14) according to the nomination for the chairman of Board of Directors, engage or dismiss the president and secretary of the Board of the Company; according to the nomination for the president, engage or dismiss the vice president, assistant to the president, chief finance officer and other senior management personnel;
(15) decide the remuneration and disciplinary matters of senior management personnel and supervise and ensure that senior management effectively fulfill management responsibilities;
(16) formulate the basic management system, review and formulate the work rules for the president;
(17) formulate the amendment plan for the Articles of Association;
(18) manage the information disclosure matters of the Company and bear the ultimate responsibility as to the truth, accuracy, completeness, and timeliness of the Company’s accounting and financial report;
(19) propose to the shareholders’ general meeting on the engagement or replacement of the accounting firm that performs audits on the Company;
(20) establish the mechanisms for the identification, investigation and management of conflicts of interest between the Company and shareholders, especially with the major shareholders;
(21) listen to the work report of the president of the Company and inspect the work of the president;
(22) protect the legitimate rights and interests of the depositors and other stakeholders;
(23) verify the Company’s compliance with the Corporate Governance Code of the Listing Rules of the Hong Kong Stock Exchange and the information disclosed in the Corporate Governance Report;
(24) other functions and powers conferred by laws, administrative regulations, departmental rules or the Articles of Association.

For matters not within the range authorized by the shareholders’ general meeting, they shall be submitted to the shareholders’ general meeting for consideration.

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Article 8 Powers of approval that the Board of Directors has for fixed assets investment, external guarantee, foreign investment, connected/related transaction and external donations are as follows:

(1) Fixed Asset Investments

Fixed asset investment projects of the Company are divided into the following categories: general fixed asset investments project, substantial fixed asset investment project and very substantial fixed asset investments project.

General fixed assets investment project includes: purchases, sales, dealings with fixed assets with value not exceeding RMB20 million. A general fixed assets investment project shall be approved by the President of the Company under the authorization by the Board of Directors and reported to the Risk Management and Connected Transaction Committee of the Board of Directors for filing.

Substantial fixed asset investment project means where purchases, sales, dealings with fixed assets with value exceeding RMB20 million but the aggregate value of the fixed assets dealt with for the four months prior to the proposed projects does not exceed 33% of the value of the fixed assets of the Company as reflected in the latest balance sheet, as considered and approved by the general meeting. A substantial fixed asset investment project shall be approved by the Board of Directors, among which a fixed asset investment project not exceeding RMB500 million shall be approved by the Risk Management and Connected Transaction Committee under the authorization by the Board of Directors and reported to the Board of Directors for filing.

Very substantial fixed asset investment project means where the aggregate amount of the expected value of the fixed assets to be dealt with and the value of the fixed assets dealt with in the four months prior to the proposed dealing exceeds 33% of the value of the fixed assets of the Company as reflected in the latest balance sheet, as considered and approved by the general meeting. The amounts of separate purchases, sales and replacements of the same or related fixed assets within 12 months shall be accumulated for the purposes of the calculation. A very substantial fixed asset investment project shall be approved by the shareholders at a general meeting.

Dealing in fixed assets in this Article includes the acts of transferring certain property interests, but does not include the acts of providing guarantee with fixed assets as security.

Validity of the transactions in the dealing with the Company’s fixed assets shall not be affected by any violation of relevant requirements for approval by shareholders at a general meeting.

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(2) External Guarantee

External guarantee as referred to in the Company’s Articles of Association shall mean, apart from the normal business of the Company in providing letter of guarantee, the acts of accepting risks by the Company providing guarantee to a third party.

The amount of any single external guarantee that does not exceed RMB100 million shall be approved by the president of the Company as authorized by the Board of Directors and reported to the Risk Management and Connected Transaction Committee of the Board of Directors for filing.

In the event that the amount of any single external guarantee which exceeds RMB100 million but does not exceed 10% of the Company’s latest audited net assets, such guarantee shall be approved by the Board of Directors, whilst the amount of any single external guarantee not exceeding RMB500 million shall be approved by the Risk Management and Connected Transaction Committee as authorized by the Board of Directors and reported to the Board of Directors for filing.

Any guarantee exceeding 10% of the Company’s latest audited net assets shall be approved in the shareholders at a general meeting.

(3) External Investments

External investment of the Company refers to any equity investments carried out by the Company, which is divided into three categories, namely, general external investment, substantial external investment and very substantial external investment.

General external investment refers to any single external investment not exceeding RMB20 million. General external investment shall be approved by the president of the Company as authorized by the Board of Directors and reported to the Risk Management and Connected Transaction Committee of the Board of Directors for filing.

Substantial external investment refers to any single external investment exceeding RMB20 million, but not exceeding 30% of the Company’s latest audited net assets. Substantial external investment shall be approved by the Board of Directors, whilst the amount of any single external investment not exceeding RMB500 million shall be approved by the Risk management and Connected Transaction Committee as authorized by the Board of Directors and reported to the Board of Directors for filing.

Very substantial external investment refers to any single external investment exceeding 30% of the Company’s latest audited net assets. The Board of Directors shall formulate a plan for any very substantial external investment, which shall be submitted to a general meeting for approval by the shareholders.

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(4) Connected/Related Transaction

Powers of examination and approval limits for connected transactions are determined in accordance with the relevant rules of the Harbin Bank’s Related Transaction Management Manuals and their implementing regulations.

(5) External Donations

Any single external donation that exceeds RMB10 million shall be approved by the Board of Directors; any single donation not exceeding RMB10 million shall be approved by the president of the Company as authorized by the Board of Directors.

Article 9 The Board of Directors shall explain any non-standard audit opinions issued by the certified public accountants on the financial report of the Company at the shareholders’ general meeting.

Article 10 The chairman of the Board of Directors shall exercise the following functions and powers:

(1) preside over the shareholders’ general meeting and convene and preside over board meetings;
(2) supervise and inspect the implementation of resolutions of board meetings;
(3) sign the Company’s corporate bonds and other negotiable securities;
(4) propose to the Board of Directors candidates for the president and the secretary of the Board of Directors of the Company;
(5) propose to the Board of Directors candidates as members of the various special committees of the Board of Directors;
(6) sign important documents of the Board of Directors and other documents that shall be signed by the legal representative of the Company;
(7) in emergency situations involving force majeure events such as the happening of very large scale natural disasters etc., exercise special handling powers on the affairs of the Company in compliance with the law and the interests of the Company, and report to the Board of Directors or shareholders’ general meeting thereafter;
(8) exercise the functions and powers of the Company’s legal representative;
(9) other duties authorized by the Board of Directors.

Article 11 In order to fully perform its duties, the Board of Directors sets up the Board Nomination and Remuneration Evaluation Committee, the Board Risk Management and Related Transaction Control Committee, the Board Development Strategy Committee and the

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Board Audit Committee and may also set up other special committees as needed. Each of the special committees of the Board of Directors is accountable to the Board of Directors, its members are to be nominated by the chairman of Board of Directors and elected by the Board of Directors, and the number of members shall not be less than three (3). According to the actual circumstances, the Board of Directors may decide on the merger and establishment of the relevant committees. The term of office of committees is the same as the Board of Directors, and members may, if re-elected upon expiration of the term of office, serve consecutive terms.

Article 12 The chairman of each of the Board Risk Management and Related Transaction Control Committee, the Board Nomination and Remuneration Evaluation Committee and the Board Audit Committee is to be appointed from the independent directors. Independent directors shall account for the majority of each of the Board Risk Management and Related Transaction Control Committee, the Board Nomination and Remuneration Evaluation Committee and the Board Audit Committee. Any director(s) nominated by the controlling shareholder(s) shall not be appointed as members of the Board Risk Management and Related Transaction Control Committee and the Board Nomination and Remuneration Evaluation Committee. Each of the special committees of the Board of Directors shall have one (1) secretary, who shall be responsible for the normal liaison work of the committee and preparation work for committee meetings.

Article 13 Each special committee under the Board of Directors shall make its annual working plan and meet regularly.

Chapter III Rules of Meetings for the Board of Directors

Article 14 Board meetings comprise regular meetings and interim meetings.

Article 15 Regular board meeting shall be convened at least once every quarter, such meeting to be convened by the chairman of Board of Directors, and written notice of meeting shall be given to all directors and supervisors fourteen (14) days prior to the meeting.

Article 16 Before giving notice convening a regular meeting, the office of the Board shall fully consult all directors to form the initial preliminary resolution and then submit it to the chairman for approval.

Article 17 The chairman, if necessary, shall consult the president or other senior management officers before finalizing the proposed resolution.

Article 18 Upon any of the following circumstances, the chairman of Board of Directors shall convene and preside over an interim board meeting within 10 days after receiving the proposal:

(1) proposal by shareholders representing more than one tenth (1/10) of the voting rights;

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(2) proposal by more than one third (1/3) of directors;
(3) proposal by the Board of Supervisors;
(4) the chairman of Board of Directors considers necessary;
(5) proposal by more than half (1/2) of independent directors;
(6) proposal by the president;
(7) required to be held by regulatory department;
(8) other circumstances stipulated in the Articles of Association.

Article 19 Where the Board of Supervisors proposes for an interim meeting of the Board of Directors to be held, it shall present a proposal letter signed by over 50% of Supervisors to the secretary of the Board of Directors.

Article 20 Where an interim meeting of the Board of Directors is proposed, the written proposal by the proposer shall contain the following items:

(1) the name of the proposer;
(2) the reasons for proposal or the objective facts and reasons on which the proposal is based;
(3) time or time limit, address and manner of the proposed meeting;
(4) clear and specific proposed resolution; and
(5) the contact information and proposed date, etc. of the proposer.

The content of the proposed resolution shall be within the functions and powers of the Board of Directors specified in the Articles of Association of the Company and these Rules of Procedures. The materials relevant to the proposed resolution should be submitted at the same time.

Upon receiving the above written proposal and relevant materials, the secretary of the Board of Directors shall present them to the chairman of the Board of Directors on the same day. If the chairman believes the proposal is not clear or not specific, or the related materials are inadequate, the proposer may be requested to make modification or supplementation. The chairman shall convene and preside over the meeting within ten days after receiving the proposal.

Article 21 The ways of serving notice of an interim board meeting are: by courier, express mail special delivery, e-mail, fax or post; the notice period is: three (3) working days before the meeting. Where an interim board meeting is required to be held as soon as possible under emergency situation, the meeting notice may be served at any time by telephone call or other oral means, but the convener shall give an explanation at the meeting.

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Article 22 The office of Board of Directors is a working body established by the Board of Directors of the Company, and is mainly responsible for the preparation and information disclosure of the shareholders’ general meeting, the board meeting, and the meetings of the special committees of the Board of Directors, and other daily affairs of the Board of Directors and the special committees of the Board of Directors.

Article 23 The secretary of the Board of Directors is accountable to the Board of Directors. The secretary of the Board of Directors is responsible for, among other things, the preparation of the shareholders’ general meeting and the board meeting, documentation archiving, management of the information of the shareholders of the Company and information disclosure.

Article 24 The secretary of the Board of Directors shall be a natural person that has the necessary professional expertise and experience, appointed by the Board of Directors.

Chapter IV Calling for the Meeting

Article 25 The chairman of Board of Directors convenes and presides over the Board Meeting. When the chairman of Board of Directors is unable to perform duties or fails to perform duties, the vice chairman of Board of Directors convenes and presides over the Board Meeting. When the vice chairman of Board of Directors is unable to perform duties or fails to perform duties, more than half (1/2) of the directors shall elect one director to convene and preside over the Board Meeting.

Article 26 The notice of the board meeting includes the following:

(1) the time and place of the meeting;
(2) duration of the meeting;
(3) matters and proposals;
(4) the date of the notice.

Article 27 After the written notice of the Board of Directors’ regular meeting is issued, if the meeting date, venue or any other matters needs to be changed, or the meeting proposal needs to be supplemented, modified or cancelled, a written notice of change shall be given in 3 days prior to the originally scheduled meeting date to specify the reasons and contents of the new proposal as well as the relevant materials. If the notice change is given less than 3 days prior to the originally scheduled meeting date, the meeting shall be postponed accordingly or convened on new schedule upon the approval of all directors who will attend the meeting.

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After the notice of the interim meeting is issued, if the meeting date, venue or any other matters needs to be changed, or the meeting proposal needs to be supplemented, modified or cancelled, a prior approval from all directors who will attend the meeting shall be obtained and the corresponding records shall be made.

Chapter V Convening of the Meeting

Article 28 The board meeting shall be held upon the attendance of more than half (1/2) of the directors.

One person for one vote is performed for voting on the resolutions of the Board of Directors.

Article 29 When the Board of Directors convenes a Board meeting, it shall notice the Board of Supervisors to send members to be present. In the event that the president of the Company and the secretary of the Board are not Directors, they shall be present at the meeting. Other senior management personnel and relevant staffs are allowed to be present at the meeting, if necessary.

Supervisors may make queries or suggestions to the relevant resolutions of the Board of Directors.

In the event that the President of the Company who is not the director can be present at the Board of Directors’ Meeting, but does not have any right to vote.

Article 30 The board meeting shall be attended by directors in person. The director unable to attend can entrust another director to attend the meeting in a written power of attorney which shall clearly state the proxy’s name, ID number, the reason why the principal cannot attend, the agency matters, the scope and validity of authorization, brief comments of the principal on each proposal, and the instructions of the principal on the voting intention for each proposal, and signed and sealed by the principal. The director who attends the meeting on behalf of another director shall exercise the rights of directors within the authority. The director neither attending the board meeting nor entrusting a representative to attend the meeting shall be deemed to have waived the right to vote.

Article 31 When a director authorizes another director or is authorized to attend the Board of meeting, the following principles shall be followed:

(1) When the related/connected transactions will be discussed in the meeting, the non-related directors shall not authorize the related directors to attend the meeting, while the related directors shall not accept the authorization of the non-related directors, either;
(2) The independent directors shall not authorize the non-independent directors to attend the meeting, while the non-independent directors shall not accept the authorization of the independent directors, either;

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(3) The directors shall not fully authorize other directors to attend the meeting without giving their personal opinions and voting intentions on the proposal, while the relevant directors shall not accept the full authorization or grant the unclearly defined authorization;
(4) One director shall not accept the authorizations of more than two directors or authorize the director who has been authorized by other two directors to attend the meeting.

Article 32 The voting method for the resolution of the Board of Directors is to vote by poll in names. Each director shall have one vote.

The Board Meeting will be held in the form of live meeting. Under the prerequisite to sufficiently ensure directors to express opinions and have the full conditions to understand the meeting subject and issues and other information, the interim board meeting may be held in a communication method of voting and make resolutions, and signed by the attending directors.

Except as otherwise required by the Articles of Association and the securities regulatory authorities of the jurisdiction of the locality where the shares of the Company are listed, the Board of Directors may accept a written proposal instead of convening the board meeting, given that the draft of the proposal shall be sent to each director by specially-assigned persons, post, telegram or fax, if the Board of Directors has distributed the proposal to all directors. If the Board of Directors have circulated the proposal to all the directors and the number of directors signing to consent has reached the quorum for making a decision, the proposal can be sent to the Secretary of the Board of Directors by the above-mentioned methods, the proposal shall become the resolution of the Board of Directors, and the board meeting is not needed to be convened.

Article 33 The Board of Directors can vote by communication when the following situations occur:

(1) issues to be considered are of urgency;
(2) issues to be considered do not belong to the issues that listed in Article 38 under these Rules of Procedure.

Article 34 When the Board of Directors vote by communication, the chairman or the secretary of the Board of Directors shall consider and determine the written proposal of the board meeting.

Sufficient time shall be arranged for the directors to consider the written proposal upon the delivery of the notice of the meeting, written proposal, voting form and other relevant materials of the meeting that the Board of Directors vote by communication.

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Directors are entitled to make written suggestions for the Board of Directors and the Board shall vote in full consideration of the suggestions.

Article 35 The notice on resolutions that are voted by communication shall include the following:

(1) issues to be considered and relevant materials that shall help the directors make decisions;
(2) date of the meeting;
(3) contact person and the contact information;
(4) other issues that the Board of Directors considers to be necessary for explanation.

Article 36 Within the date listed in the notice of meeting that voting by communication, Directors shall vote with prudence, fill in the voting forms with proper manner and send them to the office of the Board of Directors. The voting forms and written suggestions shall be filed as the Company’s archives and shall be preserved permanently, and restricted for the review of relevant departments and persons with authority.

Article 37 Directors who vote by communication shall send the completed voting forms and written suggestions to the office of the Board of Directors through express mail services, e-mail or fax.

Article 38 The major external investment, the major fixed asset disposal plans, capital supplementary solutions, substantial changes of equity and financial restructuring and other major matters, including the Item (7), (8), (10), (14) and (17) in Article 7, Chapter 2 of the Articles of Association and the provisions of the internal systems of the Company that shall not be voted by communication but shall be submitted to the Board of Directors for consideration and passed upon the approval of more than two thirds (2/3) of directors.

Article 39 The presider of the meeting shall seek opinions on each proposal from the directors attending the board meeting.

If a prior approval of the independent directors is necessary for any proposal according to the related regulations, the presider of the meeting shall appoint an independent director to read out the written approval agreed by the independent directors before the discussion of the relevant proposal. When any director hinders the normal proceeding of the meeting or affects other directors to speech, the presider of the meeting shall promptly restrain him/her.

Unless with the unanimous consent of all attending directors, the proposals not included in the meeting notice shall not be voted in the board meeting. The directors who are authorized by other directors to attend the meeting shall not vote on the proposals not included in the meeting notice on behalf of the other directors.

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Article 40 The directors should independently and prudently give their options upon carefully reading the relevant meeting materials and fully understanding the situations.

The directors are allowed to acknowledge the information necessary for the decisionmaking from the office of the Board of the Directors, the convener of the board meeting, the president and other senior management personnel, various special committees of the Board of Directors, accounting firms and law firms and other relevant personnel and organizations before the meeting, or to suggest the presider to invite the above-mentioned persons and the representatives of the above-mentioned organizations to be present at the meeting to explain the situations.

Article 41 When any proposal is fully discussed, the presider shall ask the attending directors to vote in due course.

The voting intentions available for directors are: consent, objection or abstention. The attending directors shall choose one of them. Where any attending director fails to choose or chooses two or more options at the same time, the presider of the meeting shall ask the relevant director to make a choice again. The directors who refuse to choose or fail to return after leaving the meeting without any choosing shall be deemed to have abstained from voting.

Article 42 When the directors attending the meeting have voted, the staff of the office of the Board of Directors shall responsively collect votes cast by the directors. The poll shall be counted by the secretary of the Board of Directors under supervision of a supervisor or an independent director.

Where the meeting is held in the form of live meeting, the presider shall announce the poll results on site; in other circumstances, the presider shall require the secretary of the Board of Directors to announce the voting result within the next working day after the prescribed voting deadline.

The poll cast by directors after the presider announces the voting result or after the prescribed voting deadline shall not be counted.

Article 43 Where any proposal is not passed, the proposals with the same contents shall not be considered in the board meeting within one (1) month provided that no significant change is found in the relevant conditions and factors.

Article 44 When more than half (1/2) of the attending directors or more than two (2) independent directors believe that they are not able to make a judgment on the relevant matters because the proposal is not clear or specific, or because of other reasons such as inadequate meeting materials, the presider of the meeting shall ask for suspension of voting on the topic in the meeting.

The directors who propose to suspend the voting shall provide explicit prerequisite for the proposal to be resubmitted for consideration.

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Article 45 Any supervisory suggestion and rectification made by banking regulatory authorities shall be reported in the board meeting.

Chapter VI Resolutions and Minutes of Meetings

Article 46 Saved as specified in Chapter VIII of the Rules of Procedures, passing the resolution from the proposal in the meeting shall be subject to approval of more than half (1/2) of all the directors. If different resolutions conflict with each other in contents and meanings, the resolutions formed later in time shall prevail.

Article 47 For those major issues that shall be subject to the Board of Directors’ approval, the Board of Directors shall give prior notice to all the directors within the specified time and provide sufficient information, including the relevant background materials of the topics to be discussed in the meeting and other information and data which may assist directors to understand the progress of the Company’s business.

Article 48 The Board of Directors shall make meeting minutes for all decisions of matters discussed at the meeting, and the attending directors and the recorder shall sign on the meeting minutes. The attending directors shall have the rights to require making explanatory notes on their speech at the meeting.

Article 49 The minutes of the Board of Directors’ meetings shall be kept as the Company’s archive for at least 10 years.

Article 50 The minutes of the board meeting includes the information as follows:

(1) the date, venue and names of the conveners;

(2) the issue notice;

(3) conveners and presider of the meeting;

~~(2)~~ (4) the names of directors who are present and absent or the assignees (proxies);
~~(3)~~ (5) proponents of each proposal;
~~(4)~~ (6) proposals considered at the meeting and agenda of the meeting;
~~(5)~~ (7) the keynotes of the directors;
(8) the way of voting and its result of each resolution (each result shall show the votes for or against or abstain from the resolution) ; and ~~.~~

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(6) (9) other matters deemed to be recorded by attending directors.

Article 51 Directors may put forward with supplemental opinions in the voting form which shall have equal effect as the minutes of the board meetings.

Article 52 The directors attending the board meeting shall sign the minutes and resolutions of the meeting in person or on behalf of those appointing them to attend the meeting. Directors with different opinions may add written remarks to their signature. If necessary, they shall report to the regulatory authority in a timely manner and may make public statements in connection therewith. Any director neither signs in accordance with the preceding paragraph nor adds any written remark nor reports to the regulatory authority nor makes public statements shall be deemed totally agree with the contents of the minutes.

Article 53 The directors shall be responsible for resolution of the Board of Directors. Where the board resolutions violate laws and regulations or the Articles of Association, resulting in losses of the Company, the directors involved in the resolution shall be liable for compensations to the Company. But the director whose vote is proved to express dissent and is recorded in the minutes may be exempted from liability.

Article 54 The announcement of the resolutions of the Board of Directors shall be handled by the secretary of the Board of Directors in accordance with relevant requirements by the regulatory authority of the locality where the shares of the Company are listed. Before the contents of the resolution is formally disclosed, the attending directors, the supervisors and other persons present at the meeting shall bear the duty of confidentiality on the contents of the resolution.

Chapter VII Execution and Information Disclosure of Board of Directors’ Resolutions

Article 55 Once a proposal passed as a resolution at the board meeting, the special committees of the Board of Directors or the president shall lead the implementation. The secretary of the Board of Directors shall report to the chairman of the Board about the resolution status of execution on regular basis, and make reports on subsequent board meetings.

Article 56 In the event of the Board’s resolutions involving suggestions over the operation and management of the Company or requiring the responses from the president, other senior managements or related department of the Company, the secretary of the Board of Directors shall take charge and communicate with the senior management and related departments to implement the resolutions, and report to the Board of the Directors over the execution results of such resolution.

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Article 57 The Board of the Directors shall strictly comply with the requirements of the regulatory authority in relation to information disclosure, and shall ensure that matters considered or resolutions passed at the Board of Directors’ meeting which must be disclosed are disclosed authentically, accurately, completely and promptly.

Article 58 If a matter with the independent opinions of the independent directors shall be disclosed, the Company shall disclose such opinions of the independent directors. If the independent directors hold divergent views and fail to reach any consensus, the Board of Directors shall separately disclose the respective opinions of each independent director.

Chapter VIII Avoidance System

Article 59 The director is related to the enterprise involved in the resolution of the board meeting shall not exercise the right to vote on the resolution, nor exercise voting rights on behalf of other directors. The board meeting could be held upon the attendance of more than half (1/2) of unrelated directors, and the resolution of the board meeting shall be passed upon the approval of more than half (1/2) of unrelated directors. In the event of less than three (3) attending directors without associated relationship, the proposal shall be submitted to the shareholders’ general meeting for consideration.

Article 60 The resolution and the minutes of the board meeting shall specify the related directors not counted in the quorum and abstaining from voting.

Article 61 Announcement of resolutions of the Board shall be dealt with by the secretary of the Board of Directors in accordance with the requirements of the Hong Kong Stock Exchange and the Shanghai Stock Exchange . Prior to the disclosure of announcement of resolutions, the attending directors and other members present at the meeting, including the recording and service personnel, shall bear the duty of confidentiality of the contents of resolutions.

Chapter IX Supplementary Provisions

Article 62 Unless otherwise stated, expressions herein shall have the same meaning ascribed to them under the Articles of Association.

Article 63 All “over” in the Rules of Procedures include the relevant figure itself, and all “exceed” and “less than” do not include the relevant figure itself.

Article 64 Upon approval by the shareholders’ general meeting of the Company, these Rules of Procedures shall come into force from the day when the A shares of the Company are listed on the Shanghai Stock Exchange . From the date when the Rules of Procedures takes effect, the original Rules of Procedures of the Company shall automatically lose effectiveness.

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Article 65 For any matters not covered by the Rules of Procedures, they shall be governed by relevant laws, administrative regulations and departmental rules in China and the Articles of Association. Any conflict arising among the Rules of Procedures, and subsequent relevant laws and regulations of China or the Articles of Association as validly amended shall be governed by relevant laws and regulations in China and the Articles of Association, and amendments to the Rules of Procedures shall be made forthwith and submitted to a shareholders’ general meeting for approval.

Article 66 The right of interpretation shall belong to the Board of Directors of the Company.

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The English version of this appendix is an unofficial translation of its Chinese version. In case of any discrepancies, the Chinese version shall prevail.

Details of the proposed amendments to the Rules of Procedure for the Board of Supervisors’ Meetings are as follows (deletion shown by way of strikethrough and new addition by way of underline):

HARBIN BANK CO., LTD.

Rules of Procedure for the Board of Supervisors’ Meetings

Chapter I General Provisions

Article 1 To ensure the compliant and independent exercise of the supervision right of the Board of Supervisors (the “Board of Supervisors”) of Harbin Bank Co., Ltd. (the “Company”) based on regulated procedures for and decision making at meetings and sound corporate governance of the Company, the Rules are hereby formulated in combination with the actual circumstance of the Company and in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Law of the People’s Republic of China on Commercial Banks , the Guidance on Corporate Governance of Joint Stock Commercial Banks , the Guidance on Operation of Board of Supervisors of Commercial Banks , the Articles of Association of Harbin Bank Co., Ltd. (hereinafter referred to as the “Articles of Association”), other relevant laws, regulations and regulatory documents.

Article 2 The Board of Supervisors is a standing supervisory body of the Company accountable to the shareholders’ general meeting. Pursuant to the Company Law, the Articles of Association and other relevant laws and regulations, it supervises the compliance of financial personnel, directors and the senior management of the Company in their performance of duties for the purpose of protecting the legitimate rights of the Company and its shareholders. It operates primarily through the Board of Supervisors’ meetings. The supervisors perform their duties primarily by attending such meetings as required.

Article 3 The Board of Supervisors enjoys the rights to know and to make proposals and reports conferred by laws and regulations. The Company shall take measures to ensure supervisors’ right to know by providing them with relevant information and materials as required in a timely manner for their effective supervision, inspection and evaluation on the financial position, risk control, operation and management of the Company. It may make suggestions to the Board of Directors and the senior management of the Company and, if necessary, make reports at shareholders’ general meetings.

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Chapter II Composition and Functions of the Board of Supervisors

Article 4 The Board of Supervisors consists of five (5) to nine (9) supervisors, including the supervisors as shareholder representatives, external supervisors and the supervisors as the staff representatives. The Board of Supervisors has one (1) chairman, one (1) vice chairman, and the number of supervisors as the staff supervisors and external supervisors shall be not less than one third (1/3) of the total number of supervisors.

Article 5 External supervisors shall not have any relationship with the Company or its substantial shareholders which will otherwise affect their independent judgments. External supervisors shall pay particular attention to the overall interests of depositors and the Company in performing their duties. Their remuneration shall be determined with reference to that of independent directors.

Article 6 In addition to the general conditions as supervisors, the chairman and vice chairman of the Board of Supervisors must have professional knowledge and work experience in at least one aspect of accounting, audit, finance, and law.

Article 7 The shareholder representative supervisors are elected and removed from office through the shareholders’ general meeting; staff representative supervisors are elected and removed from office by the staff of the Company through democratic elections. Directors and the senior management personnel of the Company shall not concurrently serve as supervisors.

Article 8 The office of Board of Supervisors is a daily working body under the Board of Supervisors, mainly responsible for the preparation of the meeting of the Board of Supervisors and the special committees, and archives management and so on. The Board of Supervisors has one (1) chief of the office, nominated by the chairman of Board of Supervisors and appointed by Board of Supervisors, responsible for the daily management work of the office of Board of Supervisors and secretaries of all special committees.

Staff at such office shall have relevant expertise to ensure their proper performance of duties.

Article 9 The Board of Supervisors shall set up a Nomination Committee and a Supervisory Committee and may set up other special committees as needed. All special committee members of the Board of Supervisors shall be accountable to the Board of Supervisors and shall be elected by the Board of Supervisors upon nomination by the chairman of the Board of Supervisors and that the number of members shall not be less than three (3) people. The term of office of the committees shall be the same as the Board of Supervisors and a committee member may be re-elected for consecutive terms upon expiration of the term of office. The chiefs of the Nomination Committee and the Supervisory Committee of the Board of Supervisors shall be assumed by external supervisors. All special committees of the Board of Supervisors shall have one (1) secretary responsible for the committees’ daily affairs and preparations of the committees’ meetings.

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Article 10 The Board of Supervisors is the Company’s supervision body, and independently exercises supervision functions. It is accountable to the shareholders’ general meeting. The Board of Supervisors shall exercise the following functions and powers:

(1) reviewing the regular reports formulated by the Board of Directors of the Company and putting forth written review opinions on the truth, accuracy and completeness of the reports;
(2) supervising the Board of Directors to establish steady business philosophy, value criterion, formulate the strategy of development to conform to the practical circumstances of the Company; regularly evaluating the scientificity, rationality and validity of the strategy of development formulated by the Board of Directors and submit the assessment reports;
(3) supervising and evaluating the performance of the directors and senior management personnel of the Company on their duties, reporting the assessment results and reasons for the performance of duties of the directors and senior management personnel to the banking regulatory authority of the State Council within four (4) months after the end of each year, and reporting the assessment results for the performance of duties of the directors and senior management personnel to the shareholders’ general meeting; and proposing dismissal advice for the directors and senior management personnel that violate laws, administrative regulations, the Articles of Association or resolutions of shareholders’ general meeting;
(4) when the acts of the directors and senior management personnel impair the interests of the Company, requiring the directors and senior management personnel to rectify, and entitled to reporting to the shareholders’ general meeting or the relevant regulatory authority according to laws;
(5) making self-assessment on the work of the Supervisors and the Board of Supervisors and make assessment on the performance of duties of supervisors, reporting the results and reasons for self-assessment of the Board of Supervisors and the assessment of the performance of duties of the supervisors to the banking regulatory authority of the State Council within four (4) months after the end of each year, and reporting the assessment results to the shareholders’ general meeting;
(6) proposing to hold an extraordinary general meeting, and convening and presiding over the shareholders’ general meeting when the Board of Directors doesn’t perform its duties to convene and preside over the shareholders’ general meeting in accordance with the Company Law;

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(7) putting forth proposals to the shareholders’ general meeting;
(8) attending the board meetings and the meetings of special committees of the Board of Directors, and may inquire about or put forth proposals on matters and resolutions of the meetings;
(9) conducting off-office auditing on the senior management personnel;
(10) inquiring to the directors, Board of Directors, and senior management personnel;
(11) reviewing the Company’s profit distribution plan, and putting forth written review opinions on the compliance and rationality of the profit distribution programme;
(12) supervising the compliance, engagement terms of the appointment, dismissal, reappointment of the accounting firm and the fairness of remunerations as well as the independence and effectiveness of the external audit work;
(13) supervising the Company’s financial activities, business decisions, risk management and internal control and urging for modifications;
(14) supervising the election procedure of the directors of the Company;
(15) supervising the scientificity and rationality of the system and policies of remuneration of the Company and the senior management personnel remuneration plan;
(16) taking legal proceedings against the directors and senior management personnel in accordance with Article 152 of the Company Law;
(17) investigating any irregularities in the operations of the Company; when necessary, may engage accounting firms, law firms and other professional firms to assist the work;
(18) regularly communicating with the banking regulatory authority about the circumstances of the Company; and
(19) other functions and powers conferred by the Articles of Association and the shareholders’ general meeting.

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Article 11 The chairman of the Board of Supervisors exercises the following functions and powers:

(1) convening and presiding over the meeting of the Board of Supervisors;
(2) supervising and inspecting the implementation of resolutions of the Board of Supervisors;
(3) examining and signing documents related to the Board of Supervisors;
(4) reporting the work of the Board of Supervisors to shareholders’ general meeting on behalf of the Board of Supervisors;
(5) organizing the formulation of work plan of the Board of Supervisors and the implementation of decisions of the Board of Supervisors; and
(6) other functions and powers conferred by the Board of Supervisors.

Article 12 The chairman of Board of Supervisors exercises functions and powers conferred by the Board of Supervisors during the intercessional period of the Board of Supervisors.

Article 13 A supervisor shall not perform his/her supervising duties for the Company for less than 15 working days each year.

Chapter III Procedures for the Meeting of the Board of Supervisors

Article 14 The meetings of the Board of Supervisors separate by regular meetings and interim meeting. The meetings of the Board of Supervisors shall be held at least at quarterly interval.

Article 15 Under any case hereafter, the Board of Supervisors shall convene an interim meeting within 10 days:

(1) when any supervisor proposes to convene the interim meeting;
(2) when the shareholders’ general meeting or the Board of Directors’ meeting have passed resolutions in violation of laws, regulations and administrative rules, the Articles of Association, resolutions of the shareholders’ general meeting, and other relevant regulations;

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(3) when the misconduct of the directors or senior management personnel may cause significant damage to the Company or exert bad influence in the market;
(4) when the Company, its Directors, Supervisors and senior management personnel are instituted legal proceedings by shareholders;
(5) when the Company, its Directors, Supervisors and senior management personnel are punished by the securities regulatory authority or publicly condemned by any stock exchange;
(6) when the securities regulatory authority requires to convene the meeting; and
(7) other circumstances as prescribed by the Articles of Association.

Article 16 Before issuing notice of a meeting of the Board of Supervisors, the office of the Board of Supervisors shall solicit any proposal at the meeting from all supervisors and solicit opinion from the staff of the Company for at least two days . In doing so, such office shall emphasize that the purpose thereof is to supervise the normal operation of the Company and the performance of duties by the directors and the senior management instead of making decision for the operation or management of the Company.

Article 17 Supervisors who propose for an interim meeting of the Board of Supervisors shall submit a written proposal through the office of the Board of Supervisors or to the chairman of the Board of Supervisors directly. A written proposal shall include the following items:

(1) the name of the proposing supervisor;
(2) the reasons for proposal or the basis on objective facts;
(3) time or time limit, address and manner of the proposed meeting;
(4) clear and specific proposal; and
(5) the contact information of the supervisors and proposed date, etc..

Within three (3) days after the office of the Board of Supervisors or the chairman of the Board of Supervisors receive the written proposal of supervisors, the office of the Board of Supervisors shall issue the notice of an interim meeting of the Board of Supervisors.

Where the office of the Board of Supervisors is slack to issue such notice, the proposing supervisor shall promptly report to the regulatory authorities.

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Article 18 The chairman of the Board of Supervisors shall convene and preside over the meeting of the Board of Supervisors; where the chairman of the Board of Supervisors cannot perform such functions or fails to do so, the vice chairman of the Board of Supervisors shall convene and preside over the meeting of the Board of Supervisors; and where there is no vice chairman or the vice chairman of the Board of Supervisors cannot perform such functions or fails to do so, a supervisor jointly elected by more than half (1/2) of the supervisors shall convene and preside over the meeting of the Board of Supervisors.

Article 19 When the regular meetings and interim meeting of the Board of Supervisors are to be held, the office of the Board of Supervisors shall send out the written meeting notice 10 and 5 days in advance, respectively, by direct delivery, fax, e-mail or other means to all supervisors. If not delivered directly, the notice shall be confirmed by phone, for which relevant records shall be made.

Where an interim meeting of the Board of Supervisors is required to be convened as soon as possible under emergency situation, the notice of the meeting can be made at any time orally or by telephone, but the convener shall give an explanation at the meeting.

Article 20 The notice of the meeting of Board of Supervisors shall include the following:

(1) the time, place and duration of the meeting;
(2) business to be considered (proposals at the meeting);
(3) the formation of the meeting;
(4) the convener and presider of the meeting and, in case of an interim meeting, the proposer and his/her written proposal;
(5) meeting materials necessary for the voting by the supervisors;
(6) requirements of the supervisors shall attend in person;
(7) the contact person and his/her contact information; and
(8) the date of the notice.

A meeting convened by oral notice shall include at least item (1) and (2) above and reasons for the convening of the interim meeting under emergency situation.

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Article 21 Meetings of the Board of Supervisors shall be held upon the attendance of more than half of the supervisors. When the quorum requirement is not met as relevant supervisor refuses or is slack to attend the meeting, other supervisors shall timely report to the regulatory authority.

When the meeting of the Board of Supervisors discusses a resolution on matters that a supervisor has vested or associated interest, the supervisor shall avoid attending the meeting.

The secretary of the Board of Directors and securities affairs representatives shall be present at the meetings of the Board of Supervisors.

Article 22 When all external supervisors consider the resolution materials on the meeting of Board of Supervisors are insufficient or unclear, they may jointly request to postpone convening the meeting of Board of Supervisors or postpone the deliberation on relevant resolutions, and the Board of Supervisors shall adopt it.

Article 23 A meeting of the Board of Supervisors will be held in the form of live meeting. The voting during the meeting of the Board of Supervisions may be conducted in a communication method under emergency situation, provided that the convener of the Board of Supervisors (presider of the meeting) shall explain the emergency to the supervisors. During voting through communications, supervisors shall send his/her written opinion and voting intention with respect to the proposed resolutions with the confirmation of his/her signature to the office of the Board of Supervisors.

Article 24 The supervisor shall attend the meeting of the Board of Supervisors when receiving the written notice of the meeting. When the supervisor is unable to attend, he/she can entrust another supervisor to attend the meeting in a written form. An external supervisor may appoint another external supervisor to attend as proxy. None of a supervisor shall act as a proxy for over two supervisors at a meeting. The power of attorney shall state the name of the supervisor as proxy, entrusted matters, authorization and valid terms, and shall be signed by or affixed a seal of the appointing supervisor. The supervisor who attends the meeting on behalf of another supervisor shall exercise the rights of supervisors within the authority. The supervisor who does not attend the meeting of the Board of Supervisors or entrust a representative to attend the meeting shall be deemed to have waived the right to vote.

Any supervisor and external supervisor shall, in person, attend at least two thirds of the meetings of the Board of Supervisors each year. Where a supervisor neither personally attends the meeting of the Board of Supervisors for two (2) consecutive times without special reasons, nor appoints another supervisor to attend the meeting of the Board of Supervisors, he/she shall be deemed as incapability to perform the duties, and the shareholders’ general meeting or the staff representatives meeting, the staff’s general meeting or other bodies democratically electing staff representative supervisors shall replace him/her.

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Article 25 If necessary, the Board of Supervisors may invite the chairman of the Board of Directors, directors, the president or other senior management to be present at its meetings.

Chapter IV Voting and Resolution of the Meeting

Article 26 The presider of the meeting shall offer opportunities for attending supervisors to express their opinions.

The presider of the meeting shall require directors, senior management, and other staff or relevant persons of intermediaries to attend the meeting to answer enquiries based on suggestions of supervisors.

Article 27 The regime of one person for one vote is performed in names and written form for voting on resolutions of the Board of Supervisors, by open ballot voting for or against or abstention. An attending supervisor shall vote as one of the above, and shall be required by the presider of the meeting to re-vote if making none or two or more options and be deemed abstaining if refusing to make any option. An attending supervisor shall also be deemed abstaining if leaving the meeting without casting any vote and not returning before conclusion thereof. A resolution at a meeting of the Board of Supervisors shall be passed by over two thirds of supervisors.

Depending on the resolutions to be considered, the Board of Supervisors may request relevant external persons to be present for their explanation or opinion. It may also request the attendance of directors, senior management, internal and external auditing personnel of the Company for answering enquiry. The non-supervisors present may not participate in deliberation and voting at the meeting.

Article 28 If necessary, audio recording may be made throughout a meeting of the Board of Supervisors.

Article 29 Persons being present at a meeting of the Board of Supervisors may give opinion and advice on matters under deliberation thereat for the reference thereof but shall not have any voting rights.

Chapter V Minutes of the Meeting of the Board of Supervisors

Article 30 Staff of the office of the Board of Supervisors shall take proper minutes of any live meeting. The following details shall be recorded in the minutes:

(1) The session number, time, place and form of the meeting;
(2) The issue of notice;
(3) The convener and presider of the meeting;

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(4) The attendance;
(5) Proposals, main points of discussion, major opinion on relevant matters made by each of the supervisors and their votes on the proposals;
(6) The form of voting and voting results (with votes in favor, against and abstention); and
(7) Other matters which should be recorded in the opinion of the attending supervisors.

For meetings held through communications, the office shall organize the minutes with reference to the above.

Article 31 Supervisors attending at the meeting shall sign on the minutes for confirmation. Those with different opinions may add written remarks to their signature. If necessary, they shall report to the regulatory authority in a timely manner and may make public statements in connection therewith.

Any supervisor neither signs in accordance with the preceding paragraph nor adds any written remark nor reports to the regulatory authority nor makes public statements shall be deemed totally agree with the contents of the minutes.

Article 32 Announcement of resolutions shall be dealt with by the secretary of the Board of Directors in accordance with requirements of relevant stock exchanges.

Article 33 Supervisors shall supervise the implementation of resolutions of the meeting of the Board of Supervisors by relevant persons. The chairman of the Board of Supervisors shall report on such implementation at subsequent meetings.

Article 34 Archives in relation to meetings of the Board of Supervisors, including, among others, notices and materials, the attendance book, audio recording, ballots, minutes signed and confirmed by attending supervisors and announcements of resolutions, shall be kept by persons designated by the chairman of the Board of Supervisors.

The minutes of Board of Supervisors’ meetings shall be kept as the Company’s archive for at least 10 years.

Chapter VI Supplementary Provisions

Article 35 Unless otherwise stated, expressions herein shall have the same meaning ascribed to them under the Articles of Association.

Article 36 All “over” in the Rules of Procedures include the relevant figure itself and all “less than” do not include the relevant figure itself.

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Article 37 Upon approval by the shareholders’ general meeting of the Company, the Rules of Procedures shall come into force from the day when the A shares of the Company are listed on the Shanghai Stock Exchange . From the date when the Rules of Procedures takes effect, the original Rules of Procedures shall automatically lose effectiveness.

Article 38 For any matters not covered by the Rules of Procedures, they shall be governed by relevant laws and regulations in China and the Articles of Association. Any conflict arising among the Rules of Procedures and subsequent relevant laws and regulations of China or the Articles of Association as validly amended shall be governed by relevant laws and regulations in China and the Articles of Association, and amendments to the Rules of Procedures shall be made forthwith and submitted to a shareholders’ general meeting for approval.

Article 39 The right of interpretation shall belong to the Board of Supervisors of the Company.

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NOTICE OF 2015 SECOND EXTRAORDINARY GENERAL MEETING

**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 2015 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2015 second extraordinary general meeting (“ EGM ”) of Harbin Bank Co., Ltd. (the “ Bank ”) will be held at Conference Hall A, Hotel Sofitel Wanda Harbin, 68 Ganshui Road, Xiangfang District, Harbin, Heilongjiang, China at 9:30 a.m. on Monday, 24 August 2015 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 EGM dated 10 July 2015 issued by the Bank unless otherwise stated.

SPECIAL RESOLUTIONS

To consider and approve:

The proposal on the proposed amendments to the Rules of Procedure for Shareholders’ General Meetings of Harbin Bank Co., Ltd.;
The proposal on the proposed amendments to the Rules of Procedure for the Board of Directors’ Meetings of Harbin Bank Co., Ltd.; and
The proposal on the proposed amendments to the Rules of Procedure for the Board of Supervisors’ Meetings of Harbin Bank Co., Ltd..

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

Harbin, China 10 July 2015

As at the date of this announcement, the Board of Directors of the Bank comprises Guo Zhiwen, Liu Zhuo and Zhang Qiguang, as executive directors; Zhang Taoxuan, Chen Danyang, Cui Luanyi, Qin Hongfu and Ma Baolin, as non-executive directors; Ma Yongqiang, 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 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.

** The appointments of Zhang Qiguang and Ma Baolin as directors are subject to the approval by the China Banking Regulatory Commission.

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NOTICE OF 2015 SECOND EXTRAORDINARY GENERAL MEETING

Notes:

Details of the above resolutions are set out in the he circular of the Bank dated 10 July 2015 for the EGM.

2. Closure of register of members

In order to determine the list of Shareholders who are entitled to attend and vote at the EGM to be held on Monday, 24 August 2015, the H share register of members of the Bank will be closed from Saturday, 25 July 2015 to Monday, 24 August 2015 (both days inclusive), during which period no share transfer will be registered. Shareholders whose names appear on the H share register of members and domestic share register of members of the Bank on Saturday, 25 July 2015 will be entitled to attend and vote at the EGM. The holders of H shares of the Bank 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) to process the registration not later than 4:30 p.m. on Friday, 24 July 2015.

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. Proxies of individual Shareholders shall produce their effective proof of identity and proxy form. A corporate Shareholder should attend the meeting by its legal representative or proxy appointed by the legal representative. A legal representative who wishes to attend the meeting should produce his identity card or other valid documents evidencing his/her capacity as a legal representative. If appointed to attend the meeting, the proxy should produce his/her identity card and an authorisation instrument duly signed by the legal representative of the corporate Shareholder.

4. Notice of attendance

Shareholders who intend to attend the EGM in person or by proxy should return the reply slip in person, by post or by facsimile to Computershare Hong Kong Investor Services Limited (for holders of H Shares) or the Bank’s Board of Directors’ Office (for holders of domestic Shares) on or before Tuesday, 4 August 2015.

The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (Tel: (852) 2862 8555, Fax: (852) 2865 0990).

The address of the Bank’s Board of Directors’ Office is No.160 Shangzhi Street, Daoli District, Harbin 150010, Heilongjiang Province, China (Contact Person: Zhang Zhaowu, Tel: 86-451-86779933, Fax: 86-451-86779888).

5. 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 and at the same time with the instrument appointing the proxy at Computershare Hong Kong Investor Services Limited (for holders of H shares) or the Bank’s Board of Directors’ Office (for holders of domestic shares).

To be valid, the form of proxy together with the notarised power of attorney or other authorisation document (if any) must be delivered to Computershare Hong Kong Investor Services Limited (for holders of H shares) or Bank’s Board of Directors’ Office (for holders of domestic shares) not less than 24 hours before the designated time for the holding of the EGM or any adjourned meeting thereof.

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

– 61 –

NOTICE OF 2015 SECOND EXTRAORDINARY GENERAL MEETING

Publication of poll results

Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of Shareholders at a general meeting must be taken by poll. As such, each of the resolutions set out in this notice will be voted by poll. Results of the poll voting will be published on the Bank’s website at www.hrbb.com.cn and the HKExnews website of Hong Kong Exchanges and Clearing Limited at http://www.hkexnews.hk after the EGM.

Other business

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 and accommodation expenses.

– 62 –

AI assistant

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

50982_rns_2015-07-10_cd04bbaf-21b2-4a04-8fc8-777af0c1d7a6.pdf

Harbin Bank Co., Ltd. 哈爾濱銀行股份有限公司[*]

(1) PROPOSED AMENDMENTS TO

(2) NOTICE OF 2015 SECOND EXTRAORDINARY GENERAL MEETING

Table of Contents

DEFINITIONS

DEFINITIONS

DEFINITIONS

Harbin Bank Co., Ltd. 哈爾濱銀行股份有限公司[*]

(Stock Code: 6138)

Members of the Board:

Registered Address:

Principal Place of Business in Hong Kong:

(1) PROPOSED AMENDMENTS TO

(ii) RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS’ MEETINGS; AND (iii) RULES OF PROCEDURE FOR THE BOARD OF SUPERVISORS’ MEETINGS AND

(2) NOTICE OF 2015 SECOND EXTRAORDINARY GENERAL MEETING

1 INTRODUCTION

LETTER FROM THE BOARD

3 THE EGM

4 VOTING BY POLL

5 RECOMMENDATIONS

Harbin Bank Co., Ltd.

Rules of Procedures for Shareholders’ General Meetings

Chapter I General Provisions

Chapter II Functions and Powers of the Shareholders’ General Meeting

Chapter III Proposals of the Shareholders’ General Meeting

Chapter IV Convening of the Shareholders’ General Meeting

Chapter V Notice and Registration of the Shareholders’ General Meeting

~~(1) be made in writing;~~

Chapter VI Holding of the Shareholders’ General Meeting

APPENDIX I

Chapter VII Voting and Resolution of the Shareholders’ General Meeting

Chapter VIII Special Procedures for Voting by Classified Shareholders

Chapter IX Minutes of and Announcements on the Shareholders’ General Meeting

Chapter X Authority Granted to the Board of Directors by the Shareholders’ General Meeting

Chapter XI Supplementary Provisions

Harbin Bank Co., Ltd.

Rules of Procedure for the Board of Directors’ Meetings

Chapter I General Provisions

Chapter II Composition and Functions of the Board of Directors

(2) External Guarantee

(3) External Investments

(4) Connected/Related Transaction

(5) External Donations

APPENDIX II

Chapter III Rules of Meetings for the Board of Directors

Chapter IV Calling for the Meeting

Chapter V Convening of the Meeting

Chapter VI Resolutions and Minutes of Meetings

(2) the issue notice;

(3) conveners and presider of the meeting;

~~(6)~~ (9) other matters deemed to be recorded by attending directors.

Chapter VII Execution and Information Disclosure of Board of Directors’ Resolutions

Chapter VIII Avoidance System

Chapter IX Supplementary Provisions

HARBIN BANK CO., LTD.

Rules of Procedure for the Board of Supervisors’ Meetings

Chapter I General Provisions

Chapter II Composition and Functions of the Board of Supervisors

Chapter III Procedures for the Meeting of the Board of Supervisors

Chapter IV Voting and Resolution of the Meeting

Chapter V Minutes of the Meeting of the Board of Supervisors

Chapter VI Supplementary Provisions

Harbin Bank Co., Ltd. 哈爾濱銀行股份有限公司[*]

NOTICE OF 2015 SECOND EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTIONS

2. Closure of register of members

3. Registration procedures for attending the EGM

4. Notice of attendance

5. Proxy

More from Harbin Bank Co., Ltd.

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

**Harbin Bank Co., Ltd. 哈爾濱銀行股份有限公司[*]**

**Harbin Bank Co., Ltd. 哈爾濱銀行股份有限公司[*]**

(1) be made in writing;

(6) (9) other matters deemed to be recorded by attending directors.

**Harbin Bank Co., Ltd. 哈爾濱銀行股份有限公司[*]**