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

May 13, 2015

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

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 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2015 first class meeting of holders of domestic shares (“ Domestic Shareholders’ Class Meeting ”) 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 10:30 a.m. on Tuesday, 30 June 2015 or immediately after the conclusion of the EGM or any adjournment thereof (whichever is the later) 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 Company dated 14 May 2015 for the EGM and the Class Meetings unless otherwise specified. Please refer to the circular for details of the proposed resolutions.

SPECIAL RESOLUTIONS

1. The proposal on the initial public offering and the listing of A Shares:

2. 1.1 Type and par value of the proposed issuance;

3. 1.2 Issuance size;

4. 1.3 Target subscribers;

5. 1.4 Method of issuance;

6. 1.5 Method of pricing;

7. 1.6 Use of proceeds to be raised;

8. 1.7 Method of underwriting;

9. 1.8 Place of listing;

10. 1.9 Conversion into a joint stock limited company with domestic and overseas listed shares; and

11. 1.10 Valid period of the resolution;

12. The proposal on the distribution of the accumulated undistributed profits before the initial public offering of A Shares;

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1. The proposal on granting authorization by general meeting of Harbin Bank Co., Ltd. to the Board to handle the Company’s application for the initial public offering and the listing of A Shares and related matters, the contents and scope of which including but not limited to:

2. (a) in accordance with the plan for the A Share Offering as approved by the general meeting and in accordance with the applicable laws and regulations and the relevant regulatory requirements of the securities regulatory authorities of the PRC, to be fully responsible for the implementation of the plan, including but not limited to, determining the specific offering date, the number of shares to be offered, offering structure, offering targets, offering methods, pricing methods, offering price and other matters relating to the A Share Offering;

3. (b) to handle the application matters relating to the A Share Offering, including but not limited to, applying for vetting, registration, filing, approval and consent by relevant government agencies, regulatory authorities, stock exchanges and securities registration and settlement institutions;

4. (c) prepare, sign, execute, modify, supplement, complete and deliver any agreements, contracts or the necessary documents (including but not limited to letter of intent, prospectus, recommendation and guarantee agreement, underwriting agreement, listing agreement, various announcements and shareholder notifications, various explanation letters or letter of undertaking which are required by regulatory authorities and relating to the A Share Offering and the documents mentioned above) relating to the A Share Offering;

5. (d) upon completion of the A Share Offering, to revise the relevant provisions of the Articles of Association relating to the A Share Offering in accordance with the actual issuance, and to handle the registration of the relevant changes with the industry and commerce authorities;

6. (e) to adjust the plan for the A Share Offering and the intended use of proceeds to be raised, in accordance with the circumstances arising from the actual implementation of the plan for the A Share Offering, the market conditions, policy adjustments and the views of regulatory authorities;

7. (f) to handle matters relating to the listing of the issued Shares on the Shanghai Stock Exchange upon completion of the A Share Offering; to approve and sign the legal documents relating to the A Share Offering, and to disclose information in accordance with relevant laws and regulations and the applicable stock exchange rules;

8. (g) for the purpose of the A Share Offering, to engage and appoint relevant intermediaries, and sign engagement or appointment agreement;

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• (h) to handle other matters which the Board of Directors consider as necessary, proper or appropriate matters for the A Share Offering;

• (i) to authorize the chairman and the chairman in turn to authorize specific working staff member to handle specific matters relating to the implementation of relevant duties in respect of the matters authorized above; and

• (j) to authorize the Company’s chairman, Mr. Guo Zhiwen and its senior management members, Zhang Qiguang and Sun Feixia, to sign the legal documents relating to the A Share Offering, including but not limited to letter of intent, prospectus, letter of commitment, recommendation and guarantee agreement, underwriting agreement, listing agreement, various announcements and shareholder notifications, etc..

The valid period of the above authorization is 12 months from the date when this proposal is considered and approved by the EGM, Domestic Shareholders’ Class Meeting and H Shareholders’ Class Meeting.

1. The proposal on stabilising the A Share price within three years after the initial public offering of A Shares;

2. The proposal on commitments relating to the information disclosure of the prospectus on the initial public offering of A Shares; and

3. The proposal on dilution of immediate return and recovery of return on the initial public offering of A Shares.

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

Harbin, China 14 May 2015

As at the date of this notice, the board of directors of the Company comprises Guo Zhiwen, Liu Zhuo and Gao Shuzhen, as executive directors; Zhang Taoxuan, Chen Danyang, Cui Luanyi and Qin Hongfu, 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.

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Notes:

1. Details of the above resolutions are set out in the circular of the Company dated 14 May 2015 for the EGM and the Class Meetings.

2. Holders of domestic shares whose names appear on the domestic share register of members of the Company on Sunday, 31 May 2015 will be entitled to attend and vote at the Domestic Shareholders’ Class Meeting.

3. Registration procedures for attending the Domestic Shareholders’ Class Meeting

Individual Shareholders who wish to attend the meeting in person shall produce their identity cards or other effective document or proof of identity and stock account cards. Proxies of individual Shareholders shall produce their effective proof of identity and proxy form. A corporate Shareholder should attend the meeting by its legal representative or proxy appointed by the legal representative. A legal representative who wishes to attend the meeting should produce his 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.

1. Notice of attendance

Holders of domestic shares who intend to attend the Domestic Shareholders’ Class Meeting in person or by proxy should return the reply slip in person, by post or by facsimile to the Company’s Board of Directors’ Office on or before Wednesday, 10 June 2015.

The address of the Company’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 holder of domestic shares entitled to attend and vote at the Domestic Shareholders’ Class Meeting 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 the Company’s Board of Directors’ Office.

To be valid, the form of proxy together with the notarised power of attorney or other authorisation document (if any) must be delivered to the Company’s Board of Directors’ Office not less than 24 hours before the designated time for the holding of the Domestic Shareholders’ Class Meeting or any adjourned meeting thereof.

Completion and return of a form of proxy will not preclude any holder of domestic shares from attending in person and voting at the Domestic Shareholders’ Class Meeting or any adjournment thereof if he/she so wishes, but in such event the instrument appointing a proxy shall be deemed to be revoked.

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6. 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 Company’s website at www.hrbb.com.cn and the HKExnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the Domestic Shareholders’ Class Meeting.

7. Other business

The Domestic Shareholders’ Class Meeting is estimated to last no longer than half a day. Holders of domestic shares who attend the meeting in person or by proxy shall bear their own traveling and accommodation expenses.

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