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

May 13, 2015

Harbin Bank Co., Ltd. 哈爾濱銀行股份有限公司[*]

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

(Stock Code: 6138)

PROXY FORM FOR 2015 FIRST CLASS MEETING OF DOMESTIC SHAREHOLDERS TO BE HELD ON 30 JUNE 2015

I/We [(Note][1)] of being the registered holder(s) of (Note 2) H shares with nominal value of RMB1.00 each in the share capital of Harbin Bank Co., Ltd (the “ Company ”), hereby appoint the Chairman of the meeting [(Notes] 3) or of

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the 2015 first class meeting of domestic shareholders (“ Domestic Shareholders’ Class Meeting ”) of the Company to be held at Conference Hall A, Hotel Sofitel Wanda Harbin, 68 Ganshui Road, Xiangfang District, Harbin, Heilongjiang, China, on Tuesday, 30 June 2015 at 10:30 a.m. or immediately after the conclusion of the 2015 first extraordinary general meeting or any adjournment thereof (whichever is the later) or at any adjournment thereof and to exercise all rights conferred on proxies under laws, regulations, and the Articles of Association of the Company.

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

		Special Resolutions	Special Resolutions	Special Resolutions		For(Note 4)	Against(Note 4)	Abstain(Note 4)
	1.	To consider and approve the proposal on the initial public offering and listing of A
		Shares:
		1.1 Type and par value of the proposed issuance;
		1.2 Issuance size;
		1.3 Target subscribers;
		1.4 Method of issuance;
		1.5 Method of pricing;
		1.6 Use of proceeds to be raised;
		1.7 Method of underwriting;
		1.8 Place of listing;
		1.9 Conversion into a joint stock	limited	company with domestic and overseas
		listed shares; and
		1.10 Valid period of the resolution;
	2.	To consider and approve the proposal on the distribution of the accumulated
		undistributed profits before the initial public offering of A Shares;
	3.	To consider and approve the proposal on granting authorization by general meeting
		of Harbin Bank Co., Ltd. to the Board to handle the Company’s application for initial
		public offering and the listing of A Shares and related matters;
	4.	To consider and approve the proposal on stabilising the A Share price within three
		years after initial public offering of	A Shares;
	5.	To consider and approve the proposal on commitments relating			to the information
		disclosure of the prospectus on the initial public offering of A Shares; and
	6.	To consider and approve the proposal on dilution of immediate return and recovery
		of return on the initial public offering of A		Shares.
	Note:	Further details of the above resolutions are set out		in the circular of the Company dated 14 May		2015 for the extraordinary general meeting and the class meetings.

Signature:

(Note 5)

Date:

2015

NOTES:

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

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

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

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

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

6. For holders of domestic Shares who wish to attend the Domestic Shareholders’ Class Meeting or any adjournment thereof, this form of proxy (together with a notarially certified copy of the power of attorney or other authority (if any) if this form of proxy is signed by a person on behalf of the appointor) must be returned to the Company’s Board of Directors’ Office at 160 Shangzhi Street, Daoli District, Harbin 150010, Heilongjiang Province, China not less than 24 hours before the time for holding the Domestic Shareholders’ Class Meeting or any adjournment thereof.

7. Completion and delivery of this proxy form will not preclude you from attending and voting at the Domestic Shareholders’ Class Meeting if you so wish.

8. Harbin Bank Co., Ltd. is not an authorised institution within the meaning of the Banking Ordinance (Chapter 155 of Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorised to carry on banking/deposit-taking business in Hong Kong.