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

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 accompanying 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 Company.

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 A SHARE OFFERING

(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION FOR THE PURPOSE OF THE PROPOSED A SHARE OFFERING

(3) NOTICE OF 2015 FIRST EXTRAORDINARY GENERAL MEETING

(4) NOTICE OF 2015 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING

(5) NOTICE OF 2015 FIRST H SHAREHOLDERS’ CLASS MEETING

The Company will convene the EGM, the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting at Conference Hall A, Hotel Sofitel Wanda Harbin, 68 Ganshui Road, Xiangfang District, Harbin, Heilongjiang, China on Tuesday, 30 June 2015 at 9:30 a.m., or immediately after the conclusion of the annual general meeting for 2014 of the Company to be held at 8:30 a.m. on the same day or any adjournment thereof (whichever is the later), 10:30 a.m. or immediately after the conclusion of the EGM or any adjournment thereof (whichever is the later), and 11:00 a.m. or immediately after the conclusion of the Domestic Shareholders’ Class Meeting or any adjournment thereof (whichever is the later), respectively. The notices of the EGM, the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting are set out on pages 64 to 78 of this circular.

If you intend to appoint a proxy to attend the EGM, the Domestic Shareholders’ Class Meeting or H Shareholders’ Class Meeting, you are required to complete and return the proxy forms in accordance with the instructions printed thereon as soon as possible. For H Shareholders, the proxy forms should be returned to Computershare Hong Kong Investor Services Limited (17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, Tel: 852-2862 8555), in any event served in hand or by post not less than 24 hours before the time stipulated for convening the EGM or the H Shareholders’ Class Meeting or any adjourned meeting thereof. For Domestic Shareholders, the proxy forms should be returned to the Company’s Board of Directors’ Office (No.160 Shangzhi Street, Daoli District, Harbin 150010, Heilongjiang Province, China, Tel: 86-451-86779933), in any event served in hand or by post not less than 24 hours before the time stipulated for convening the EGM or the Domestic Shareholders’ Class Meeting or any adjourned meeting thereof. Completion and return of the proxy forms will not preclude you from attending and voting in person at the EGM, the Domestic Shareholders’ Class Meeting or the H Shareholders’ Class Meeting or at any adjourned meeting thereof if you so wish. If you intend to attend the EGM, the Domestic Shareholders’ Class Meeting or the H Shareholders’ Class Meeting in person or by proxy, you are required to complete and return the reply slips to Computershare Hong Kong Investor Services Limited (for H Shareholders) or the Company’s Board of Directors’ Office (for Domestic Shareholders) on or before Wednesday, 10 June 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.

14 May 2015

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I	FEASIBILITY ANALYSIS REPORT ON THE USE OF
	PROCEEDS TO BE RAISED . . . . . . . . . . . . . . . . . . . . . . . .	16
APPENDIX II	PROPOSAL ON AMENDING THE ARTICLES OF
	ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT)
	TO BE APPLICABLE AND VALID AFTER THE
	LISTING OF A SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
APPENDIX III	FUTURE DIVIDEND RETURN PLAN OF HARBIN BANK
	CO., LTD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	52
APPENDIX IV	PLAN ON STABILISING THE A SHARE PRICE OF
	HARBIN BANK CO., LTD. WITHIN THREE YEARS
	AFTER THE A SHARES LISTING.. . . . . . . . . . . . . . . . . . .	54
APPENDIX V	ANALYSIS OF HARBIN BANK CO., LTD. ON THE
	IMPACT OF AND THE RECOVERY MEASURES ON
	THE DILUTED IMMEDIATE RETURN ON INITIAL
	PUBLIC OFFERING OF A SHARES. . . . . . . . . . . . . . . . . .	57
APPENDIX VI	ASSURANCE REPORT ON THE USE OF PROCEEDS
	FROM THE PREVIOUS FUND RAISING ACTIVITY
	AND REPORT ON THE USE OF PROCEEDS FROM
	THE PREVIOUS FUND RAISING ACTIVITY. . . . . . . . . .	60
NOTICE OF 2015 FIRST EXTRAORDINARY GENERAL MEETING. . . . . . . . .		64
NOTICE OF 2015 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING. .		69
NOTICE OF 2015 FIRST H SHAREHOLDERS’ CLASS MEETING . . . . . . . . . .		74

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DEFINITIONS

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

“A Share(s)”
ordinary shares that are proposed to be issued under the A Share Offering by the Company, which will be listed on the Shanghai Stock Exchange and traded in RMB
“A Share Offering”
the Company’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
“Articles of Association”
the Articles of Association of the Company, 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 Company
“CBRC”
China Banking Regulatory Commission
“Class Meetings”
the Domestic Shareholders Class Meeting and the H Shareholders Class Meeting
“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

“CSRC”
China Securities Regulatory Commission
“Director(s)” the director(s) of the Company
“Domestic Shareholder(s)” holder(s) of Domestic Shares

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DEFINITIONS

“Domestic Shareholders’ Class Meeting”
the 2015 first class meeting of Domestic Shareholders or any adjourned 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 EGM or any adjournment thereof (whichever is the later)
“Domestic Shares”
ordinary shares of a nominal value of RMB1.00 each issued by the Company in the PRC, which are subscribed for in RMB
“EGM” or “Extraordinary General Meeting” or “2015 EGM”
the 2015 first extraordinary general meeting or any adjourned 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 9:30 a.m. or immediately after the conclusion of the annual general meeting for 2014 of the Company to be held at 8:30 a.m. on the same day or any adjournment thereof (whichever is later)
“Group” the Company and its subsidiaries
“H Shareholder(s)” holder(s) of H Shares
“H Shareholders’ Class Meeting”
the 2015 first class meeting of H Shareholders or any adjourned 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 11:00 a.m. or immediately after the conclusion of the Domestic Shareholders’ Class Meeting or any adjournment thereof (whichever is the later)
“H Shares”
overseas listed foreign shares of RMB1.00 each in the share capital of the Company, which are listed on the Hong Kong Stock Exchange (Stock Code: 06138) and traded in Hong Kong dollars
“HK$” or “HK Dollars”
the lawful currency of Hong Kong
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC

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DEFINITIONS

“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 “Latest Practicable Date” 12 May 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“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
“Shareholder(s)” holder(s) of Shares “Share(s)” Domestic Shares and/or H Shares of the Company “%” per cent

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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 Ms. Gao Shuzhen

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

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

Principal Place of Business in Hong Kong:

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

14 May 2015

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED A SHARE OFFERING (2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION FOR THE PURPOSE OF THE PROPOSED A SHARE OFFERING

(3) NOTICE OF 2015 FIRST EXTRAORDINARY GENERAL MEETING
(4) NOTICE OF 2015 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING
(5) NOTICE OF 2015 FIRST H SHAREHOLDERS’ CLASS MEETING

1 INTRODUCTION

Reference is made to the announcement of the Company dated 12 May 2015 in relation to the A Share Offering. As disclosed in the announcement, at the meeting of the Board held on 12 May 2015, the following resolutions have been passed by the Board: (1) the proposal on

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LETTER FROM THE BOARD

the plan for the A Share Offering; (2) the proposal on the distribution of the accumulated undistributed profits before the A Share Offering; (3) the proposal on the use of the proceeds to be raised by A Share Offering and the feasibility analysis; (4) the proposal on granting authorization to the Board to handle the Company’s application for the A Share Offering and related matters; (5) the proposal on amending the Articles of Association of Harbin Bank Co., Ltd. (Draft) to be applicable and valid after the listing of A Shares; (6) the proposal on the draft future dividend return plan; (7) the proposal on stabilising the A Share price within three years after the A Share Offering; (8) the proposal on commitments relating to the information disclosure of the prospectus on the A Share Offering; (9) the proposal on dilution of immediate return and recovery of return on the A Share Offering, and (10) the proposal on the report on use of proceeds from previous fund raising activities.

The above resolutions numbered (1), (2), (4), (7), (8) and (9) are subject to approval by Shareholders at the EGM, the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting by way of special resolutions, respectively. The above resolutions numbered (3), (5), (6) and (10) are subject to approval by Shareholders at the EGM by way of special resolutions. Furthermore, the A Share Offering is subject to the approvals from the CSRC and other regulatory authorities.

The purpose of this circular is to provide you with the notices of the EGM, the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting 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, the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting.

2 RESOLUTIONS IN RELATION TO THE PROPOSED A SHARE OFFERING

2.1 Proposal on the plan for the A Share Offering

On 12 May 2015, the Board resolved to submit to the EGM and Class Meetings for approval of resolutions relating to the proposed submission of applications for the A Share Offering to CSRC and other relevant regulatory authorities pursuant to the Company Law, the Securities Law of the PRC and the Measures for the Administration of Initial Public Offerings and Listing of Shares and the Opinions on Further Promoting the IPO System Reform issued by the CSRC and other loans, regulations and regulatory documents. Details of the plan for the A Share Offering are as follows:

(1) Type and par value of the proposed issuance

The type of the Shares proposed to be issued is domestic listed RMB ordinary Shares (A Shares), with par value of RMB1.00 each.

(2) Issuance size

The total number of shares of the issuance will be not more than 3,666,000,000 A Shares, representing approximately 25% of the enlarged total number of shares of the Company after completion of the A Share Offering. The number of shares of the actual

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LETTER FROM THE BOARD

issuance will be determined by the Board of Directors as authorized by the general meeting and upon consultation with the regulatory authorities, and according to the Company’s capital requirements and the market situation after negotiations with the sponsor(s) (the lead underwriter(s)).

(3) Target subscribers

The targets of the A Share Offering are natural persons, legal persons and other investors who satisfy the regulatory requirements.

(4) Method of issuance

The Board of Directors will, as authorized by the Company’s general meeting, together with the lead underwriter(s), based on the market situation and other factors, adopt a combination of off-line book building with target placees and on-line application or other offering methods approved by CSRC.

(5) Method of pricing

Based on market situation and the actual situation of the Company, the Board of Directors, as authorized by the Company’s general meeting, together with the lead underwriter(s), will adopt the pricing methods specified in accordance with the Measures on the Administration of Securities Offering and Underwriting , or other methods specified by relevant authorities of the PRC.

(6) Use of proceeds to be raised

The net proceeds to be raised from the A Share Offering, after deduction of relevant issuance expenses, will all be applied to supplement the Company’s capital.

(7) Method of underwriting

The underwriting syndicate organized by the lead underwriter(s) will underwrite the offering by way of standby commitment.

(8) Place of listing

Shanghai Stock Exchange.

(9) Conversion into a joint stock limited company with domestic and overseas listed shares

The H Shares of the Company are listed on the Main Board of the Hong Kong Stock Exchange, and the Company intends to apply for the public offering of A Shares and the listing of A Shares on the Shanghai Stock Exchange. The Company will apply for conversion into a joint stock company with domestic and overseas listed shares.

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LETTER FROM THE BOARD

(10) Valid period of the resolution

The valid period of the resolution on the A Share Offering 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.

The Directors consider that a validity period of 12 months for resolutions regarding the A Share Offering is required since there is uncertainty as to the time required to obtain the approvals from the CSRC and other regulatory authorities. The number of not more than 3,666,000,000 A Shares proposed to be issued in the A Share Offering will be issued pursuant to the specific mandate to be sought at the EGM, Domestic Shareholders’ Class Meeting and H Shareholders’ Class Meeting. Details of the specific mandate for issuance of A Shares are set out in paragraph 2.1 above.

This proposal has been approved by the Board of Directors, and should be submitted to the EGM, Domestic Shareholders’ Class Meeting and H Shareholders’ Class Meeting, respectively, for consideration and approval by way of special resolution.

In compliance with the requirements of the relevant PRC rules and market price, the issue price of the A Shares proposed to be issued pursuant to the A Share Offering shall not be less than the audited net asset value per share as stated in the audited financial statements of the Company for the year ended 31 December 2014. Accordingly, the gross proceeds from the proposed A Share Offering, if completed, will not be less than RMB9,861.5 million, based on the net asset value of the Company at RMB2.69 per share as at 31 December 2014, on the assumption that 3,666,000,000 A Shares are issued.

2.2 Proposal on the distribution of the accumulated undistributed profits before the A Share Offering

The accumulated undistributed profits of the Company before the A Share Offering should be shared by the old and new Shareholders after the A Share Offering in proportion to their respective shareholdings.

2.3 Proposal on the use of the proceeds to be raised by the A Share Offering and the feasibility analysis

The proceeds to be raised from the A Share Offering, after deduction of relevant offering expenses, will all be used to supplement the Company’s capital to enhance its capital adequacy ratio. To apply for the A Share Offering, the Company has prepared the Feasibility Analysis Report on the Use of Proceeds to be Raised .

This proposal has been approved by the Board of Directors, and should be submitted to the EGM for consideration and approval by way of special resolution. Please refer to Appendix I to this circular for the full text of the Feasibility Analysis Report on the Use of Proceeds to be Raised .

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LETTER FROM THE BOARD

2.4 Proposal on granting authorization to the Board to handle the Company’s application for the A Share Offering and related matters

The Board of Directors will request the general meeting to authorize the Board of Directors to handle all matters relating to the A Share Offering. The contents and scope of the authorization include, but are not limited to:

(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;
(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;
(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;
(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;
(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;
(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;
(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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LETTER FROM THE BOARD

(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(s) 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.

2.5 Proposal on amending Articles of Association of Harbin Bank Co., Ltd. (Draft) to be applicable and valid after listing of A Shares

In accordance with the Company Law, CSRC Guidelines for Articles of Association of Listed Companies , as well as related laws, regulations and normative documents, the Company proposes to revise the Articles of Association and formulate the Articles of Association of Harbin Bank Co., Ltd. (Draft) (the “Draft of Articles of Association of A Shares”) to be applicable and valid after the listing of A Shares.

The Board will submit to the EGM for authorization to the Board to adjust and revise the Draft of Articles of Association of A Shares (including but not limited to text, chapters, provisions, etc.), upon its being reviewed by the Board and approved at the EGM, in accordance with the requirements and recommendations of relevant governmental departments and regulatory agencies.

The Draft of Articles of Association of A Shares, after being approved by the banking regulatory authority, will become effective from the date when the A Shares to be issued under the A Share Offering are listed on the Shanghai Stock Exchange. Prior to this, the Company’s current Articles of Association will remain in force.

This proposal has been approved by the Board of Directors, and should be submitted to and considered and approved by the EGM by way of special resolution. Please refer to Appendix II to this circular for details of the proposed amendments to the Articles of Association for the purpose of the Draft of Articles of Association of A Shares.

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LETTER FROM THE BOARD

2.6 Proposal on the draft future dividend return plan

In order to clarify the equity dividends return to old and new Shareholders after the A Share Offering, further refine the terms of Articles of Association on profit distribution policy, enhance the transparency and operability of dividend distribution decisions, and make it easy for Shareholders to supervise the Company’s operation and distribution, the Company has prepared the Future Dividend Return Plan of Harbin Bank Co., Ltd. .

This proposal has been approved by the Board of Directors, and should be considered and approved by the EGM by way of special resolution. Please refer to Appendix III to this circular for the full text of the Future Dividend Return Plan of Harbin Bank Co., Ltd. .

2.7 Proposal on stabilising the A Share price within three years after the A Share Offering

To strengthen the integrity obligation of the Company and the Shareholders, Directors and the senior management of the Company, and protect the rights of minority Shareholders, the Company has drafted the plan on stabilising the A Share price within three years after the A Share Offering, in accordance with the Securities Law of the PRC and the Opinions on Further Promoting the Reform of IPO issued by CSRC, as well as other relevant laws and regulations.

The Board will submit to the EGM for authorization by the Board to adjust and modify the Plan on Stabilising the A Share Price of Harbin Bank Co., Ltd. within Three years after the A Shares Listing (including but not limited to text and chapters, etc.), upon its being reviewed by the Board and approved by the general meeting, in accordance with the requirements and recommendations of relevant governmental departments and regulatory agencies.

This proposal has been considered and approved by the Board of Directors, and should be submitted to the EGM, Domestic Shareholders’ Class Meeting and H Shareholders’ Class Meeting, respectively, for consideration and approval by way of special resolution. Please refer to Appendix IV to this circular for the full text of the Plan on Stabilising the A Share Price of Harbin Bank Co., Ltd. within Three years after the A Shares Listing.

2.8 Proposal on commitments relating to the information disclosure of the prospectus on the A Share Offering

In accordance with the Securities Law of the PRC and the CSRC’s Opinions on Further Promoting the Reform of IPO and other relevant laws and regulations, the Company should make open commitment relating to the information disclosed in the initial public offering of A Shares and listing documents. If the prospectus on the Company’s initial public offering of A Shares and listing contains false content, misleading statements or material omissions, constituting material and substantial impact on determining whether the Company meets the conditions for the offering, the Company will repurchase all A Shares offered in the initial public offering in accordance with the laws. The specific share repurchase plan will be implemented according to the provisions of relevant laws, administrative regulations, departmental rules and the Company’s Articles of Association, etc..

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LETTER FROM THE BOARD

Due to the absence of a controlling Shareholder and an actual controller, in accordance with relevant laws and regulations, the Company, Directors, Supervisors, senior management personnel and relevant responsible bodies will make open commitment in the initial public offering of A Shares and listing documents: if the Company’s prospectus contains any false content, misleading statements or material omissions, resulting in losses to investors in securities trading, the Company will compensate investors according to the law.

It is proposed to the general meeting for authorisation to the Board and specific personnel further authorized by the Board, in accordance with the specific requirements of the regulatory authorities, to draft a written commitment letter to be signed by the legal representative of the Company at appropriate time. The valid period of the authorization is 12 months from the date when the proposal is approved by the EGM, Domestic Shareholders’ Class Meeting and H Shareholders’ Class Meeting.

2.9 Proposal on dilution of immediate return and recovery of return on the A Share Offering

In accordance with the Opinions of General Office of the State Council on Further Strengthening the Protection of Legitimate Rights and Interests of Small and Medium Investors in Capital Market (G. B. F. [2013] No. 110) and other relevant laws and regulations, the Company has analysed the dilution of immediate return on the A Share Offering, and explains relevant measures on recovery of return in Appendix V .

This proposal has been approved by the Board of Directors, and should be submitted to the EGM, Domestic Shareholders’ Class Meeting and H Shareholders’ Class Meeting respectively for consideration and approval by way of special resolution. Please refer to Appendix V to this circular for the full text of the Analysis of Harbin Bank Co., Ltd. on the Impact of and the Recovery Measures on the Diluted Immediate Return on Initial Public Offering of A Shares .

2.10 Proposal on the report on use of proceeds from previous fund raising activities

In accordance with the CSRC’s Rules on the Report on the Use of Proceeds from Previous Fund Raising Activities , the Board of Directors has prepared the report on the use of proceeds from previous fund raising activities, regarding the actual use of the proceeds most recently raised from overseas as of the cut-off date of the most recent audited financial report. Ernst & Young Hua Ming LLP has verified the Company’s report on the use of proceeds from previous fund raising activities, and issued the assurance report on the use of proceeds from previous fund raising activities.

This proposal has been considered and approved by the Board of Directors, and should be submitted to the EGM for consideration and approval by way of special resolution. Please refer to Appendix VI to this circular for the full text of the Assurance Report on the Use of Proceeds from the Previous Fund Raising Activity and the Report on the Use of Proceeds from the Previous Fund Raising Activity of Harbin Bank Co., Ltd. .

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LETTER FROM THE BOARD

Under the Hong Kong Listing Rules, no Shareholders are required to abstain from voting on the above resolutions at the EGM and the Class Meetings.

The A Shares to be issued pursuant to the A Share Offering, when fully paid, will rank pari passu in all respects with the existing Domestic Shares.

3 IMPACT OF THE A SHARE OFFERING ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

For reference and illustration purposes only, assuming that a total of 3,666,000,000 A Shares are issued under the A Share Offering and there are no changes to the share capital of the Company prior to the completion of the A Share Offering, the shareholding structure of the Company as at the Latest Practicable Date and immediately following the completion of the A Share Offering is set out as follows:

Domestic Shares – Domestic Shares in issue – A Shares to be issued under the A Share Offering H Shares Total	As at the Latest Practicable Date Number of Shares Approximate percentage of the Company’s issued share capital 7,972,029,553 72.50% – – 3,023,570,000 27.50% 10,995,599,553 100%	Immediately following the A Share Offering Number of Shares Approximate percentage of the Company’s issued share capital 7,972,029,553 54.37% 3,666,000,000 25.00% 3,023,570,000 20.63% 14,661,599,553 100%	Immediately following the A Share Offering Number of Shares Approximate percentage of the Company’s issued share capital 7,972,029,553 54.37% 3,666,000,000 25.00% 3,023,570,000 20.63% 14,661,599,553 100%
			100%

As at the Latest Practicable Date, based on the publicly available information and to the Directors’ knowledge, all the H Shares are held by the public and the Company has maintained a public float above 25% which satisfies the requirements under Rule 8.08 of the Hong Kong Listing Rules. The Company undertakes that it will continue to comply with the public float requirement under Rule 8.08 of the Hong Kong Listing Rules during the application process and after completion of the A Share Offering.

4 REASONS FOR AND PURPOSES OF THE A SHARE OFFERING

4.1 Supplementing capital for the purpose of the Company’ s long-term development

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LETTER FROM THE BOARD

and profitability, with market competitiveness improving significantly. As of 31 December 2014, the Company’s total assets reached RMB343.642 billion, representing an increase of 6.7% over the end of 2013. In 2014, the net profit attributable to the Shareholders of the parent company reached RMB3.807 billion, with a growth of 13.6% compared with year 2013. Following entry of the changes and transformations of China’s banking sector into a more critical stage, the Company will continue to uphold the “inclusive finance and harmonious win-win” business philosophy, further consolidate its leading position in micro-credit field, promote the comprehensive development of rural financial services, and accelerate international business development, in order to continuously improving the Company’s overall competitiveness. The Company’s total assets are expected to remain in sound and stable growth, which will raise the capital requirement.

4.2 Conducive to further improving the capital adequacy ratio

In recent years, in order to promote the healthy and rapid development of the banking sector and improve the anti-risk ability of China’s banking sector, the CBRC has promulgated regulations on capital constraints while strengthening macro-prudential supervision with a view to constantly improving the capital regulatory requirements of commercial banks. In June 2012, the CBRC promulgated Commercial Bank’s Capital Management Measures (trial) which was put into force from 1 January 2013. The Basel New Capital Accord has gradually set foot in China’s banking sector, further raising the capital requirements on commercial banks. In July 2013, the CBRC announced four policy documents supporting management measures for the new capital adequacy ratio. Meanwhile, with the continuous downward trend of the macro economy, the objective situation also prompts commercial banks to speed up enhancing their own strength. It is necessary for the Company to further improve capital adequacy ratio through the A Share Offering, to prepare for the possibility of further higher regulatory requirements, enhance the Company’s anti-risk ability and lay the foundation for a sound operation and sustainable development.

4.3 Achieving long-term strategic development objective to ensure protection of Shareholders’ interest

Since launching pilot micro-credit business in 2001, the Company has clearly proposed the strategic objective of creating “domestic leading and internationally renowned micro-credit bank”, energetically developed micro-credit business, actively introduced internationally advanced technology and concepts, and formed a “localized plus internationalized” microcredit mode, contributing to the Company’s strong core competitiveness in micro-credit field. Meanwhile, the Company actively promotes the construction of village and township banks, and has set up 24 village and township banks throughout the country, forming a relatively mature village and township bank control and management mode. The A Share Offering will enhance the Company’s capital strength, promote the accelerated development of the Company’s micro-credit business, expand the boundary and number of village and township bank to be established, so as to further consolidate and expand the Company’s leading advantage in micro-credit, expand the business areas/regions and continue to optimize the Company’s multi-channel distribution network, thereby contributing to the realization of the long-term strategic development objective.

– 13 –

LETTER FROM THE BOARD

5 REDUCTION/TRANSFER OF STATE-OWNED SHARES

In accordance with the relevant PRC laws, the state-owned Shareholders of the Company shall fulfil their obligations to transfer 10% of the A Shares to be actually issued by the Company under the A Share Offering as part of the transfer of Shares of the Company to the National Council for Social Security Fund (全國社會保障基金理事會). The matters relating to the implementation of the transfer of state-owned Shares under the A Share Offering to the National Council for Social Security Fund shall be subject to the requirements of the relevant PRC regulations relating to reduction of state-owned shares and the requirements of the relevant authorities of the PRC.

6 FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The Company has not conducted any fund raising activities involving the issue of equity securities within the 12 months immediately prior to the Latest Practicable Date.

7 THE EGM, DOMESTIC SHAREHOLDERS’ CLASS MEETING AND THE H SHAREHOLDERS’ CLASS MEETING

The EGM, the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting will be held at 9:30 a.m. or immediately after the conclusion of the annual general meeting for 2014 of the Company to be held at 8:30 a.m. on the same day or any adjournment thereof (whichever is the later), 10:30 a.m. or immediately after the conclusion of the EGM or any adjournment thereof (whichever is the later) and 11:00 a.m. or immediately after the conclusion of the Domestic Share Class Meeting or any adjournment thereof (whichever is the later) respectively on Tuesday, 30 June 2015 at Conference Hall A, Hotel Sofitel Wanda Harbin, 68 Ganshui Road, Xiangfang District, Harbin, Heilongjiang, China. The proxy forms and the reply slips for use at the EGM, the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting are also enclosed herewith.

If you intend to appoint a proxy to attend the EGM, the Domestic Shareholders’ Class Meeting or the H Shareholders’ Class Meeting, you are required to complete and return the proxy forms in accordance with the instructions printed thereon as soon as possible. For the H Shareholders, the proxy forms should be returned to Computershare Hong Kong Investor Services Limited (17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, Tel: 852-2862 8555), in any event served in hand or by post not less than 24 hours before the time stipulated for convening the EGM or the H Shareholders’ Class Meeting or any adjourned meeting thereof. For Domestic Shareholders, the proxy forms should be returned to the Company’s Board of Directors’ Office (No. 160 Shangzhi Street, Daoli District, Harbin 150010, Heilongjiang Province, China, Tel: 86-451-86779933), in any event served in hand or by post not less than 24 hours before the time stipulated for convening the EGM or the Domestic Shareholders’ Class Meeting or any adjourned meeting thereof. Completion and return of the proxy forms will not preclude you from attending and voting in person at the EGM, the Domestic Shareholders’ Class Meeting or the H Shareholders’ Class Meeting or at any adjourned meeting thereof if you so wish.

– 14 –

LETTER FROM THE BOARD

If you intend to attend the EGM, the Domestic Shareholders’ Class Meeting or the H Shareholders’ Class Meeting in person or by proxy, you are required to complete and return the reply slips to Computershare Hong Kong Investor Services Limited (for H Shareholders) or the Company’s Board of Directors’ Office (for Domestic Shareholders) on or before Wednesday, 10 June 2015.

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

9 RECOMMENDATIONS

The Board of Directors considers that all resolutions relating to the A Share Offering to be proposed at the EGM, the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting are in the best interests of the Company 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 those meetings.

10 ADDITIONAL INFORMATION

Your attention is drawn to the other information set out in the appendices to this circular.

The A Share Offering may or may not proceed to completion. Shareholders and potential investors are advised to exercise caution in dealing in the H Shares. The Company will disclose further details and development with respect to the A Share Offering in due course.

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

– 15 –

FEASIBILITY ANALYSIS REPORT ON THE USE OF PROCEEDS TO BE RAISED

APPENDIX I

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

I. USE OF PROCEEDS TO BE RAISED BY A SHARE OFFERING

The number of the Company’s A Share Offering will not be more than 3.666 billion A Shares, and the net proceeds to be raised, after deduction of relevant offering expenses from the gross proceeds, will all be applied to supplement the Company’s capital to enhance the Company’s capital adequacy ratio and to support the sustained, rapid and healthy development of the Company’s business. The A Share Offering is subject to the approval of CBRC, CSRC and other regulatory authorities.

II. THE NECESSITY OF RAISING FUNDS THROUGH THE A SHARE OFFERING

1. Supplementing capital for the purpose of the Company’s long-term development

As a fast-growing city commercial bank, the Company takes creating “domestic leading and internationally renowned micro-credit bank” as the goal, and has already established an organizational layout of “foothold in Longjiang, facing the Northeast and radiating the whole country”. In recent years, the Company has witnessed rapid growth of business scale, asset size and profitability, with market competitiveness improving significantly. As of 31 December 2014, the Company’s total assets reached RMB343.642 billion, representing an increase of 6.7% over the end of 2013. In 2014, the net profit attributable to the Shareholders of the parent company reached RMB3.807 billion, with a growth of 13.6% compared with year 2013. Following entry of the changes and transformations of China’s banking sector into a more critical stage, the Company will continue to uphold the “inclusive finance and harmonious win-win” business philosophy, further consolidate its leading position in micro-credit field, promote the comprehensive development of rural financial services, and accelerate international business development, in order to continuously improve the Company’s overall competitiveness. The Company’s total assets are expected to remain in sound and stable growth, which will raise the capital requirement.

2. Conducive to further improving the capital adequacy ratio

In recent years, in order to promote the healthy and rapid development of the banking sector and improve the anti-risk ability of China’s banking sector, the CBRC has promulgated regulations on capital constraints while strengthening macro-prudential supervision with a view to constantly improving the capital regulatory requirements on commercial banks. In June 2012, the CBRC promulgated Commercial Bank’s Capital Management Measures (trial) which was put into force from 1 January 2013. The Basel New Capital Accord has gradually set foot in China’s banking sector, further raising the capital requirements on commercial banks. In July 2013, the CBRC announced four policy documents supporting management measures for the new capital adequacy ratio. Meanwhile, with the continuous downward trend of the macro economy, and the objective situation also prompts commercial banks to speed up enhancing

– 16 –

FEASIBILITY ANALYSIS REPORT ON THE USE OF PROCEEDS TO BE RAISED

APPENDIX I

their own strength. It is necessary for the Company to further improve capital adequacy ratio through this initial public offering and listing of A Shares, to prepare for the possibility of further higher regulatory requirements, enhance the Company’s anti-risk ability and lay the foundation for a sound operation and sustainable development.

3. Achieving the long-term strategic development objective to ensure protection of Shareholders’ interest

Since launching pilot micro-credit business in 2001, the Company has clearly proposed the strategic objective of creating “domestic leading and internationally renowned micro-credit bank”, energetically developed micro-credit business, actively introduced internationally advanced technology and concepts, and formed a “localized plus internationalized” microcredit mode, contributing to the Company’s strong core competitiveness in micro-credit field. Meanwhile, the Company actively promotes the construction of village and township banks, and has set up 24 village and township banks throughout the country, forming a relatively mature village and township bank control and management mode. The A Share Offering will enhance the Company’s capital strength, promote the accelerated development of the Company’s micro-credit business, expand the boundary and number of village and township banks to be established, so as to further consolidate and expand the Company’s leading advantage in micro-credit, expand the business areas/regions and continue to optimize the Company’s multi-channel distribution network, thereby contributing to the realization of the long-term strategic development objective.

The proceeds to be raised from the A Share Offering will be applied to replenish capital, which arrangement has comprehensively taken into account the regulatory requirements of the regulatory authorities, market impact and the need to maximize shareholder benefits, which are in line with the provisions of relevant laws and regulations as well as the direction of the Company’s long-term strategic development. This lays the foundation for the further and future enhancement of the Company’s anti-risk ability and a sustained and healthy development. In addition, this is of great significance in terms of the Company’s ability to respond to the future rapid development of the banking sector and the uncertainties of macro economy and for the achievement of a sustained and steady development of its various businesses and profitability improvement.

Based on the above analyses, the plan on the application of the proceeds to be raised from the A Share Offering is feasible and necessary.

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PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

APPENDIX II

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

Specifications of the amendments to the Articles of Association of Harbin Bank Co., Ltd.

In order to promote the smooth implementation of the Company’s strategic objectives, the Company intends to apply for the public offering and listing of A shares. In accordance with the Guidelines for Articles of Association of Listed Companies (second revision in 2014) formulated by China Securities Regulatory Commission on 20 October 2014, as well as relevant laws, regulations and administrative rules, we intend to modify the Company’s Articles of Association on the basis of the “Articles of Association of Harbin Bank Co., Ltd.” (hereinafter referred to as the “ Original Articles ”) to be submitted to the 2014 Annual General Meeting for consideration, and formulate the “Articles of Association of Harbin Bank Co., Ltd. (draft)” to be applicable and valid after the listing of A shares. The amended Articles of Association are now compared with the Original Articles to highlight the changes to and differences between the content of both.

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PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

APPENDIX II

Original Articles

Article 2 For the purposes of maintaining the legitimate rights and interests of the Company, its shareholders and creditors, and of standardizing the organization and behaviour of the Company, the Articles of Association is hereby formulated in combination with the actual circumstance of the Company and according to the Company Law , the Securities Law of the People’s Republic of China (hereinafter referred to as the “ Securities Law” ), the Law of the People’s Republic of China on Commercial Banks (hereinafter referred to as the “ Commercial Banking Law” ), the Guidelines on Articles of Association for Listed Companies , the Prerequisite Clauses for Articles of Association of Companies to Be Listed Overseas , the Special Provisions of the State Council on the Offering and Listing of Shares Overseas by Joint Stock Limited Companies, Guidelines on Articles of Association of Listed Companies and 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 22 Shares issued by the Company to domestic investors for subscription in Renminbi shall be referred to as domestic shares. Shares issued by the Company to overseas investors for subscription in foreign currency shall be referred to as foreign shares. Foreign shares which are listed outside the PRC shall be referred to as foreign shares listed overseas.

Amended Articles

Article 2 For the purposes of maintaining the legitimate rights and interests of the Company, its shareholders and creditors, and of standardizing the organization and behaviour of the Company, the Articles of Association is hereby formulated in combination with the actual circumstance of the Company and according to the Company Law , the Securities Law of the People’s Republic of China (hereinafter referred to as the “ Securities Law” ), the Law of the People’s Republic of China on Commercial Banks (hereinafter referred to as the “ Commercial Banking Law” ), the Prerequisite Clauses for Articles of Association of Companies to Be Listed Overseas , the Special Provisions of the State Council on the Offering and Listing of Shares Overseas by Joint Stock Limited Companies , the Guidelines on Articles of Association of Listed Companies and 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 22 Shares issued by the Company to domestic investors for subscription in Renminbi shall be referred to as domestic shares. Shares issued by the Company to overseas investors for subscription in foreign currency shall be referred to as foreign shares. Domestic shares which are listed within the PRC shall be referred to as domestic shares listed onshore (A shares). Foreign shares which are listed outside the PRC shall be referred to as foreign shares listed overseas.

– 19 –

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

APPENDIX II

Original Articles

With the approval of the securities regulatory authority of the State Council, the Company may issue 2,748,700,000 shares of foreign shares listed overseas (H shares), which accounts for around 25.00% of the total amount of ordinary shares the Company may issue.

With the approval of authorities authorised by the State Council, after the Company issues the foreign shares listed overseas (H shares) (and after the over-allotment option is implemented), a total of 274,870,000 domestic shares are converted into foreign shares listed overseas (H shares).

Amended Articles

Article 24 With the approval of authorities authorised by the State Council, the Company issued 221,932,900 shares (domestic shares) upon establishment, which accounted for 100% of the total amount of the ordinary shares issued by the Company at that time. With the approval of the securities regulatory authority of the State Council, the Company may issue 2,748,700,000 shares of foreign shares listed overseas (H shares), which accounts for around 25.00% of the total amount of ordinary shares the Company may issue. With the approval of authorities authorised by the State Council, after the Company issues the foreign shares listed overseas (H shares) (and after the over-allotment option is implemented), a total of 274,870,000 domestic shares are converted into foreign shares listed overseas (H shares). On [ the date of approval ], the Company was approved by [the full name of the approval authority] to initially issue [number of shares] RMB denominated ordinary shares (A shares), which were listed on the Shanghai Stock Exchange on [the listing date], to the public in China (excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan).

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PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

APPENDIX II

Original Articles Amended Articles Article 25 As of 31 March 2014, the share Article 25 ~~As of 31 March 2014, the T~~ he capital structure of the Company is as share capital structure of the Company is follow: a total of 10,995,599,553 ordinary as follow s : a total of ~~10,995,599,553~~ [ ● ] shares have been issued, of which ordinary shares have been issued, of which 7,972,029,553 domestic shares have been [ ● ] ~~7,972,029,553 domestic~~ A shares have issued, representing approximately 72.50% been issued, representing approximately of the entire ordinary shares the Company [ ● ] ~~72.50~~ % of the entire ordinary shares may issue; and 3,023,570,000 H shares the Company may issue; and have been issued, representing [●] ~~3,023,570,000~~ H shares have been approximately 27.50% of the entire issued, representing approximately ordinary shares the Company may issue. [ ● ] ~~27.50~~ % of the entire ordinary shares the The above-mentioned share capital Company may issue. includes shares rationed, presented and The above-mentioned share capital increased over the years by the Company includes shares rationed, presented and As of 31 March 2014. increased over the years by the Company ~~As of 31 March 2014~~ . Article 28 The Company’s registered Article 28 The Company’s registered capital shall be RMB10,995,599,553. capital shall be RMB [ ● ] ~~10,995,599,553~~ .

– 21 –

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

APPENDIX II

Original Articles

Article 35 Shares repurchased in accordance with the laws by the Company shall be cancelled within the period prescribed by laws and administrative regulations, and the Company shall apply to the original company registration authority for registration of the change of its registered capital. The amount of the Company’s registered share capital shall be reduced by the aggregate par value of those cancelled shares.

Amended Articles

Article 35 Any share repurchase by the Company pursuant to Article 32 (1) to (3) herein shall be resolved by the shareholders’ general meeting. Shares repurchased in accordance with the laws by the Company shall be cancelled within the period prescribed by laws and administrative regulations ~~,~~ ; in cases referred to in Article 32 (1), shares shall be cancelled within 10 days from the date of repurchase; and in cases referred to in Article 32 (2) and (4), the same shall be transferred or cancelled within six months. ~~and t~~ T he Company shall also apply to the original company registration authority for registration of the change of its registered capital upon cancellation . The number of shares repurchased in accordance with Article 32 (3) shall not exceed 5% of the total issued shares of the Company. Any funds used for repurchase shall be paid out of the profit after tax of the Company, and shares so repurchased shall be transferred to employees within one year. The amount of the Company’s registered share capital shall be reduced by the aggregate par value of those cancelled shares.

– 22 –

APPENDIX II

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

		Amended Articles
New	Article	Article 38 Shares of the Company held
		by the promoters shall not be
		transferrable within one year from the
		establishment date of the Company. Any
		domestic shares already in issue before
		the public offering of the Company’s
		shares shall not be transferrable within
		one year from the day on which the A
		shares of the Company are listed on
		stock exchanges in China.
		Directors, supervisors and senior
		management of the Company shall
		declare to the Company their ownership
		of the shares of the Company and any
		change thereof. The number of shares
		disposed of by any director, supervisor
		or senior management of the Company
		in a given year during his/her tenure
		shall not exceed 25% of the total
		number of the same type of shares of the
		Company held by him/her. The shares of
		the Company held by any director,
		supervisor or senior management of the
		Company shall not be transferrable
		within one year from the day on which
		the A shares of the Company are listed
		on stock exchanges in China. Any of the
		aforesaid persons shall not transfer
		his/her shares of the Company within six
		months from the date of their
		resignation.

– 23 –

APPENDIX II

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

		Amended Articles	Amended Articles
New	Article	Article 39 Where any director,
		supervisor, senior management of the
		Company or	any shareholder that holds
		5% or more	of the Company’s domestic
		shares in issue may sell his/her shares
		within six months following his/her
		purchase of shares, or repurchase shares
		of the Company within six months
		following his/her disposal of shares, the
		Board of Directors of the Company shall
		confiscate any such gains so earned for
		the benefit of the Company; provided,
		however, that the six-month restriction
		shall not apply to any securities
		company that holds 5% or more of the
		Company’s shares as a result of the
		remaining unsold shares in its
		underwriting in an offering.
		If the Board	of Directors of the
		Company fails to comply with the
		provisions of the preceding paragraph,
		any shareholder may require the Board
		of Directors	to implement relevant
		provisions within 30 days. If the Board
		of Directors	of the Company fails to
		implement the requirements within such
		specified time, such shareholder may file
		a lawsuit with the People’s Court in
		his/her own name for the benefit of the
		Company.
		If the Board	of Directors of the
		Company fails to comply with the
		provisions of the first paragraph, the
		responsible directors shall assume joint
		and several liabilities in accordance with
		the laws.

– 24 –

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

APPENDIX II

Original Articles

Amended Articles

Article 52 When the Company intends to convene a shareholders’ general meeting, distribute dividends, liquidate or engage in other activities that involve determination of shareholdings, the Board shall decide on a date for the determination of rights attaching to shares in the Company. Shareholders whose names appear in the register of shareholders at the end of the record date are shareholders of the Company.

Article ~~52~~ 54 When the Company intends to convene a shareholders’ general meeting, distribute dividends, liquidate or engage in other activities that involve determination of shareholdings, the Board shall decide on a record date for the determination of rights attaching to shares in the Company. Shareholders whose names appear in the register of shareholders at the end of the record date are shareholders of the Company. Article ~~58~~ 60 The ordinary shareholders of the Company shall be entitled to the following rights:

Article 58 The ordinary shareholders of the Company shall be entitled to the following rights:

��

(2) the right to call, convene, host, attend or entrust proxy to attend general meetings and to exercise the corresponding voting right there with ~~at~~ in accordance with laws ;

(2) the right to attend or entrust proxy to attend general meetings and to exercise the corresponding voting right thereat;

��

(5) The right to obtain relevant information laws ; in accordance with the provisions of the �� Articles of Association, including: (5) The right to obtain relevant information 1. to obtain a copy of the Articles of in accordance with the provisions of the Association, subject to payment of Articles of Association, including: relevant costs; 1. to obtain a copy of the Articles of 2. to inspect free of charge and copy, Association, subject to payment of subject to payment of a reasonable relevant costs; charge: 2. to inspect free of charge and copy, subject to payment of a reasonable charge:

– 25 –

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

APPENDIX II

Original Articles Amended Articles (i) all parts of the register of shareholders; (i) all parts of the register of shareholders; (ii) personal particulars of each of the (ii) personal particulars of each of the Company’s directors, supervisors, president Company’s directors, supervisors, president and other senior management staff, and other senior management staff, including: including: a) Present and former name and alias; a) Present and former name and alias; b) Principal address (domicile); b) Principal address (domicile); c) Nationality; c) Nationality; d) Full-time and all other part-time d) Full-time and all other part-time occupations and duties; occupations and duties; (e) Identification document and its number. (e) Identification document and its number. (iii) the status of the Company’s share (iii) the status of the Company’s share capital; capital; (iv) reports showing the aggregate par (iv) reports showing the aggregate par value, quantity, maximum and minimum value, quantity, maximum and minimum price paid in respect of each class of price paid in respect of each class of shares repurchased by the Company since shares repurchased by the Company since the end of the last fiscal year and the the end of the last fiscal year and the aggregate amount incurred by the aggregate amount incurred by the Company for this purpose; Company for this purpose; (v) minutes of shareholders’ general (v) minutes of shareholders’ general meeting; meeting and the resolutions of meetings �� of Board of Directors and Board of Supervisors; (vi) financial and accounting report ; ��

– 26 –

APPENDIX II

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

	Original Articles		Amended Articles
New Article		Article 76 The Company shall engage a
		legal	counsel to issue a legal opinion on
		the following matters in respect of
		shareholders’ general meeting, and make
		an announcement accordingly:
		(1) whether the convention and
		procedure of the meeting are in
		compliance with the laws, regulations
		and the Articles of Association;
		(2) whether the attendees and the
		convener of the meeting are legally and
		validly eligible, respectively;
		(3) whether the voting procedure and
		results at the meeting are legitimate and
		valid;
		(4) preparation and issue of a legal
		opinion on such other matters as
		required by the Company.
Article 78 In respect to the shareholders’ general meeting convened by the board of		Article ~~78~~81 In respect to the shareholders’ general meeting convened by
supervisors or shareholders on its/their		the board of supervisors or shareholders on
own initiative, the board of directors and		its/their own initiative, the board of
its secretary	shall show cooperation. The	directors and its secretary shall show
board of directors shall provide the register		cooperation. The board of directors shall
of shareholders on the date of equity registration.		provide the register of shareholders on the record date ~~of equity registration~~.
Article 84 A	notice of the shareholders’	Article ~~84~~87 A notice of the shareholders’
general meeting shall includes the		general meeting shall be in writing and
following contents:		includes the following contents:
(1) be in writing;		~~(1) be in writing;~~
��		��

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PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

APPENDIX II

	Original Articles		Amended Articles
Article 85 In case the shareholders’ general meeting plans to discuss the election of Article ~~85~~88 In case the shareholders’ general meeting plans to discuss the
directors and supervisors, the notice of the		election of directors and supervisors, the
general meeting shall fully disclose the		notice of the general meeting shall fully
detailed information about the candidates		disclose the detailed information about the
for directors or supervisors.		candidates for directors or supervisors,
Except for directors and supervisors who are elected by way of cumulative voting		including at least the following particulars~~.~~:
system, a single proposal shall be put		(1) personal particulars such as
forward for each candidate of director and		education background, working
supervisor.		experience and con-current positions;
		(2) whether there is any connected
		relationship with the Company or the
		controlling shareholders and actual
		controller of the Company;
		(3) the number of shares held in the
		Company; and
		(4) whether there are any punishment or
		disciplines imposed by the securities
		regulatory authority and stock
		exchanges.
Article 87 The accidental omission to give		~~The accidental omission to give notice of~~
notice of a meeting to, or the non-receipt		~~a meeting to, or the non-receipt of notice~~
of notice of a meeting by, any person		~~of a meeting by, any person entitled to~~
entitled to receive the notice shall not		~~receive the notice shall not invalidate the~~
invalidate the proceedings at that meeting.		~~proceedings at that meeting.~~

– 28 –

APPENDIX II

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

	Original Articles		Amended Articles
Article 90 Any shareholder entitled to attend and vote at the shareholders’ general		Article ~~90~~92 All shareholders whose names appear in the share register on
meeting shall be entitled to appoint one or		the record date or their proxies are
more other persons (who may not be		entitled to attend the shareholders’
shareholders) as his/her proxy to attend		meeting and exercise their voting right
and vote on	his/her behalf. The shareholder	on the meeting in accordance with
proxy can exercise the following rights		relevant laws, regulations and the
according to	the entrustment of the	Articles of Association. Any shareholder
shareholder:		entitled to attend and vote at the
��		shareholders’ general meeting shall be
		entitled to appoint one or more other
		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:
			��
New Article		Article 98 The record of the minutes of
		the meeting shall be prepared by the
		Company to record the information of
		the attendees of the meeting, which shall
		contain information such as the name,
		identity card number, residential address
		of, number of shares with voting rights
		held by each attendee (or name of the
		entity) for themselves or on their behalf,
		and names of persons represented (or
		names of entities represented).

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APPENDIX II

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES


New	Article	Article 99 The convener and the lawyer
		engaged by the Company shall verify the
		eligibility of shareholders in accordance
		with the register of shareholders
		provided by a securities registration and
		clearing institution, and shall register
		the name of shareholders and the
		number of shares with voting rights held
		by them. Registration of attendance of
		the meeting shall be closed before	the
		chairman of the meeting declares the
		number of shareholders and proxies
		present at the meeting as well as the
		total number of shares with voting rights
		held by them.
New	Article	Article 105 The Chairman of the
		meeting shall announce the number of
		shareholders and proxies present on the
		meeting and the total number of shares
		with voting rights held, which shall be
		subject to the record of the minutes of
		the meeting.

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APPENDIX II

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

		Amended Articles
New	Article	Article 106 Shareholders’ general
		meeting shall have minutes which are
		prepared by the secretary of the Board
		of Directors. The following details shall
		be recorded in the minutes:
		(1) time, place, agenda and name of
		convener of the meeting;
		(2) the name of the Chairman and
		directors, supervisors, managers and
		other senior management who attend the
		meeting or attend the meeting as an
		observer;
		(3) the number of shareholders and
		proxies attending the meeting, and the
		total number of shares with voting right
		they held and the percentage of the
		Company’s total shares represented by
		those shares;
		(4) the process of consideration and
		approval, main points of discussion and
		voting results in respect of each
		resolution;
		(5) Enquiries raised out by or advices
		given by the shareholder and the
		corresponding reply or explanation;
		(6) the name of the legal counsel, vote
		counter, and scrutineer;
		(7) other details which shall be recorded
		in the minutes pursuant to the Articles
		of Association.

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APPENDIX II

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES


New	Article	Article 107 The convener shall ensure
		that the contents of the minutes of the
		meeting are true, accurate and complete.
		Directors, supervisors, secretary of the
		Board of Director, convener or his/her
		representative, and the chairman of the
		meeting who attend the meeting, shall
		sign on the minutes of meeting. Minutes
		of meeting shall be kept with the
		attendance record of the shareholders on
		the spot and the proxy form and other
		valid information regarding the voting
		through web and other means for at
		least 10 years.
New	Article	Article 108 The convener shall ensure
		general meeting is held without
		adjournment until a final resolution is
		reached. Where special reasons such as
		force majeure have led to the suspension
		of the meeting or failure in passing a
		resolution, necessary measures shall be
		taken to promptly resume the meeting,
		or to directly terminate the meeting and
		promptly announce accordingly. The
		convener shall also report to the
		competent securities regulatory
		authority and the stock exchange in the
		place where the Company locates.

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PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

APPENDIX II

Original Articles Amended Articles Article 104 The shareholders (including Article ~~104~~ 112 The shareholders (including proxies) shall exercise their voting rights proxies) shall exercise their voting rights according to the number of voting shares according to the number of voting shares that they hold at the shareholders’ general that they hold at the shareholders’ general meeting, each share shall carry one voting meeting, each share shall carry one voting right. right. �� The Board of Directors, independent The Board of Directors, independent directors and shareholders conforming to directors and shareholders conforming to the relevant prescribed requirements can the relevant prescribed requirements can solicit shareholders’ voting rights. solicit shareholders’ voting rights. Shareholders who will be subject to the solicitation of voting right shall be fully disclosed with specific information such as voting intentions if solicitation of shareholders’ voting right is conducted. Paying consideration for or providing compensation in a disguised way for soliciting shareholders’ voting rights is prohibited. The Company shall not impose any minimum shareholding limit in respect of the solicitation of voting right.

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PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

APPENDIX II

Original Articles

Article 105 In case the shareholders’ general meeting examines matters relating to connected transactions, the associated shareholder shall withdraw from the voting, its voting shares shall not be included in the total amount of valid voting shares. The resolution

announcement of the shareholders’ general meeting shall be given full disclosure of non-related shareholders’ vote.

While the shareholders’ general meeting examines connected transactions matters, the related shareholders shall withdraw from the voting; where the meeting need the connected shareholders to give explanations, the connected shareholders bear the duty and obligation to make truthful explanation in the meeting. The meeting presider shall announce at the beginning of the meeting where there are matters that connected shareholders shall withdraw from voting.

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

Amended Articles

Article ~~105~~ 113 In case the shareholders’ general meeting examines matters relating to related party/connected transactions, the ~~associated~~ related party/connected shareholder shall withdraw from the voting, its voting shares shall not be included in the total amount of valid voting shares. The resolution announcement of the shareholders’ general meeting shall be given full disclosure of non-related party/non-connected shareholders’ vote. While the shareholders’ general meeting examines connected transactions matters, the related party/connected shareholders shall withdraw from the voting; where the meeting need the related party/ connected shareholders to give explanations, the related party/ connected shareholders bear the duty and obligation to make truthful explanation in the meeting.

The meeting presider shall announce at the beginning of the meeting where there are matters that related party/ connected shareholders shall withdraw from voting. Related party/ Connected shareholder can withdraw by himself/herself, or any other shareholder attending the shareholders’ general meeting can put forward withdrawing requests.

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PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

APPENDIX II

Original Articles

Article 134

��

The president or other senior management personnel can concurrently serve as a director, but the total number of directors concurrently serving as the president or other senior management personnel positions and the directors serving as the representatives of the employees shall be no more than half (1/2) of directors of the Company.

After elected by the shareholders’ general meeting, the service qualifications of the directors shall be examined and approved by the banking regulatory authority of the State Council.

��

Amended Articles Article 134 142 ��

The president or other senior management personnel can concurrently serve as a director, and the representative of the staff can also serve as a director but the total number of directors concurrently serving as the president or other senior management personnel positions and the directors serving as the representatives of the employees shall be no more than half (1/2) of directors of the Company. If a staff representative serves as a director, such appointment shall be approved by the meeting of staff representatives or staff meeting or selected through democratic election with a direct access to the Board of Directors.

After elected by the shareholders’ general meeting, the service qualifications of the directors shall be examined and approved by the banking regulatory authority of the State Council.

��

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PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

APPENDIX II

Original Articles

Amended Articles

Article 148 Except the persons that shall Article ~~148~~ 156 Except the persons that not serve as directors of the Company, the shall not serve as directors of the following persons shall not serve as Company, the following persons shall not independent directors of the Company: serve as independent directors of the (1) the persons who hold more than 1% of Company: the shares of the Company or take office (1) the persons who hold more than 1% in the companies of the shareholders; the shares of the Company , the top 10 (2) persons taking office in the Company, natural person shareholders of the or in the enterprises which are held the Company or take office in the companies controlling shares by the Company or of the shareholders; actually controlled by the Company; (2) the persons who are employed by

(1) the persons who hold more than 1% of the shares of the Company , the top 10 natural person shareholders of the Company or take office in the companies of the shareholders;

(2) the persons who are employed by corporate shareholder(s) directly or indirectly holding more than 5% of the Company’s shares or the top five corporate shareholders of the Company;

��

(7) close relatives of above-mentioned persons (close relatives mentioned in this article mean husband and wife, parents, children, paternal grandparents, maternal grandparents, brothers and sisters. For the persons taking office in the Company or the subsidiary companies of the Company, close relatives also include the spouses of wife’s parents, daughter-in-law and son-inlaw, and brothers and sisters, and the brothers and sisters of spouses, etc.); (8) persons working part-time in other commercial banks;

��

( ~~7~~ 8 ) close relatives of above-mentioned persons (close relatives mentioned in this article mean husband and wife, parents, children, paternal grandparents, maternal grandparents, brothers and sisters. For the persons taking office in the Company or the subsidiary companies of the Company, close relatives also include the spouses of wife’s parents, daughter-in-law and son-inlaw, and brothers and sisters, and the brothers and sisters of spouses, etc.);

��

(9) persons who have the situation as mentioned in item (1), (2) and (3) hereof in recent one year and their close relatives;

( ~~8~~ 10 ) persons working part-time in other commercial banks;

��

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PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

APPENDIX II

Original Articles

Amended Articles

Article 150 The way and procedures for Article ~~150~~ 158 The way and procedures nomination of independent directors: for nomination of independent directors:

��

(3) The nominator of independent director shall obtain prior consent of the nominee before the nomination. The nominator shall fully understand the occupation, education, job title, detailed work experience, and all of the part-time work of the nominee, and comment on the qualifications and independence of the nominee to serve as independent director, and the nominee shall make a public statement that no relationship exists between him/her and the Company which may affect the his/her independence and objective judgment;

��

�� (3) The nominator of independent director shall obtain prior consent of the nominee before the nomination. The nominator shall fully understand the occupation, education, job title, detailed work experience, and all of the part-time work of the nominee, and comment on the qualifications and independence of the nominee to serve as independent director, and the nominee shall make a public statement that no relationship exists between him/her and the Company which may affect the his/her independence and objective judgment; Before the holding of a general meeting for election of independent directors, the Board of Directors shall publish the aforesaid information in accordance with the provisions; ��

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APPENDIX II

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

	Original	Articles	Amended Articles
			(5) Before the holding of a general
			meeting for the election of independent
			directors, the Company shall submit all
			relevant information regarding all
			nominees to the banking regulatory
			authority of the State Council, the
			securities regulatory authority of the
			State Council and its subordinate agency
			in the district where the Company
			locates and the Shanghai Stock
			Exchange. If the Board of Directors
			disagrees to the nominees, the Board of
			Directors shall also submit a written
			opinion in this regard. Any nominees
			who are disagreed by the securities
			regulatory authority of the State Council
			can be a candidate for directors of the
			Company, but shall not be a candidate
			for an independent director. In the
			general meeting for election of
			independent directors, the Board of
			Directors shall clarify whether a
			nominee is disagreed by the banking
			regulatory authority of the State Council
			and the securities regulatory authority
			of the State Council.
			��

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APPENDIX II

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

		Original Articles	Amended Articles
Article 152 An independent director in one of the following circumstances shall be			Article ~~152~~160 An independent director in one of the following circumstances shall
removed	by	the shareholders’ general	be removed by the shareholders’ general
meeting	proposed by the Board of		meeting proposed by the Board of
Directors:			Directors:
��			��
(4) other circumstances not suitable to			(4) other circumstances not suitable to
serve as	an	independent director stipulated	serve as an independent director stipulated
by the laws		and regulations.	by the laws and regulations.
			Except for the aforesaid circumstances
			and save as otherwise provided by the
			Company Law in respect of the
			prohibition of serving as directors,
			independent directors shall not be
			unreasonably dismissed. In case of any
			early dismissal, the Company shall
			disclose the same as a special disclosure,
			and if the dismissed independent
			director considers the grounds for his or
			her removal are improper, he or she may
			make a public statement.

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APPENDIX II

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

Original Articles

Article 158 In order to ensure the effective functioning of independent directors, the Company shall provide the necessary conditions for independent directors: (1) the Company shall ensure that the independent directors are entitled to the same right of information as other directors;

(2) the Company shall provide independent directors with the necessary working conditions to perform their duties; ��

Amended Articles

Article ~~158~~ 166 In order to ensure the effective functioning of independent directors, the Company shall provide the necessary conditions for independent directors:

(1) the Company shall ensure that the independent directors are entitled to the same right of information as other directors; With respect to any matter which requires the decision of the Board of Directors, the Company shall give a notice to independent directors in advance within a statutory period, and at the same time the Company shall provide sufficient information thereof. If independent directors deem the materials inadequate, they may request the Company to provide supplementary information. When two or more independent directors deem the materials inadequate or uncertain, they may jointly request in writing the Board of Directors to postpone the meeting of the Board of Directors or postpone the consideration and discussion on the matter. The Board of Directors shall adopt the same. Any information provided by the Company to independent directors of the Company shall be kept by the Company and the independent directors for at least five years;

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APPENDIX II

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

	Original Articles	Amended Articles
		(2) the Company shall provide independent
		directors with the necessary working
		conditions to perform their duties; the
		secretary of the Board of Directors shall
		actively provide assistance to the
		independent directors to perform their
		duties, such as briefings or providing
		materials. If any independent opinion
		given, resolution proposed or written
		statement provided by the independent
		directors is required to be published in
		an announcement, the secretary of the
		Board of Directors shall promptly
		handle the formality of making such
		announcement with the stock exchange;
		��
Article 161 The Board of Directors shall		Article ~~1611~~69 The Board of Directors
exercise the	following functions and	shall exercise the following functions and
powers:		powers:
��		��
(24) other functions and powers conferred		(24) other functions and powers conferred
by laws, administrative regulations,		by laws, administrative regulations,
departmental	rules or the Articles of	departmental rules or the Articles of
Association.		Association.
		Any matters beyond the mandate of the
		shareholders’ general meeting shall be
		submitted to the shareholders’ general
		meeting.

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APPENDIX II

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES


New	Article	Article 170 The Board of Directors of
		the	Company shall submit to the general
		meeting for approval of the fixed assets
		investment, guarantee given to external
		parties and external investment which
		fall	into the following scope:
		1.	a material fixed asset investment
			project refers to a project in which
			the aggregate amount of the
			expected consideration for the
			proposed disposal of fixed asset and
			the proceeds from any disposal of
			fixed assets of the Company
			completed within four months
			immediately preceding the proposed
			disposal exceeds 33% of the value
			of fixed assets of the Company as
			shown in the latest balance sheet
			considered by the shareholders’
			general meeting. The Company
			consecutively buys, sells, switches
			the same or relevant fixed asset by
			batch within 12 months and such
			amount should be accumulative.
			Material fixed asset investment
			projects shall be approved by the
			shareholders’ general meeting;
		2.	proving a guarantee exceeding 10%
			of the latest audited net assets of
			the Company;
		3.	a single amount of external
			investment exceeding 30% of the
			latest audited net asset value of the
			Company.

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PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

APPENDIX II

Original Articles

Article 177 The directors shall be responsible for resolution of the Board of Directors. Where the board resolutions violate laws, administrative regulations or the Articles of Association, resulting in losses to 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 242 The Board of Supervisors shall make meeting minutes for all decisions of matters discussed at the meeting, and the attending supervisors and the recorder shall sign on the minutes. The supervisors shall have the rights to require making explanatory notes on the minutes on their speech at the meeting.

Amended Articles

Article ~~177~~ 186 The directors shall be responsible for resolution of the Board of Directors. Where the board resolutions violate laws, administrative regulations or the Articles of Association, resulting in losses to 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. The minutes of the Board of Directors’ meetings shall be kept as the Company’s record for not less than 10 years. The minutes of the Board of Directors meeting shall include the following information: 1. date, place and name of convener of the meeting; 2. name of the director who attends the meeting or who is entrusted by another director to attend the meeting on his or her behalf (his or her proxy); 3. agenda of the meeting; 4. main points of discussion between directors; 5. the method and results of voting for each resolution (number of votes in favor, against or abstaining should be stated in the voting results). Article ~~242~~ 251 The Board of Supervisors shall make meeting minutes for all decisions of matters discussed at the meeting, and the attending supervisors and the recorder shall sign on the minutes. The supervisors shall have the rights to require making explanatory notes on the minutes on their speech at the meeting. The minutes of Board of Supervisors’ meetings shall be kept as the company’s record for at least 10 years.

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PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

APPENDIX II

Original Articles

Article 277 The Company shall announce the financial report for two (2) times in each fiscal year, that is: to prepare a financial report within one hundred and twenty (120) days upon expiration of each fiscal year and submit it for examination and verification in accordance with the law; the Company shall prepare an interim financial report within sixty (60) days from the end of the first six (6) months of each fiscal year.

The financial reports abovementioned shall be prepared in accordance with relevant laws, administrative regulations, departmental regulations, and the provisions of Listing Rules, and submitted to the banking regulatory authority of the State Council and the stock exchange in which the shares of the Company are listed.

Amended Articles

Article ~~277~~ 286 ~~The Company shall announce the financial report for two (2) times in each fiscal year, that is: to prepare a financial report within one hundred and twenty (120) days upon expiration of each fiscal year and submit it for examination and verification in accordance with the law; the Company shall prepare an interim financial report within sixty (60) days from the end of the first six (6) months of each fiscal year. T~~ he Company shall submit its annual accounting report to the securities regulatory authority of the State Council and stock exchanges within 4 months from the end of its accounting year, submit its interim accounting report to the subordinated agency of the securities regulatory authority of the State Council and stock exchanges within 2 months after the end of first half of its accounting year, and submit its quarterly accounting report to the subordinated agency of the securities regulatory authority of the State Council and stock exchanges within 1 month after the end of the first quarter and the third quarter of its accounting year. The financial reports abovementioned shall be prepared in accordance with relevant laws, administrative regulations, departmental regulations, and the provisions of listing rules applicable to the Company , and submitted to the banking regulatory authority of the State Council and the stock exchange in which the shares of the Company are listed.

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APPENDIX II

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

Original Articles

Article 282 The profits after income tax paid by the Company shall be distributed in the following order:

(1) To make up the losses of the previous years;

(2) To extract ten percent (10%) of the statutory accumulation fund;

(3) To extract fund for general (risk) preparation; (4) To extract the any accumulation fund by the resolutions of shareholders’ general meeting;

(5) To distribute profits to shareholders. To distribute the profits in light of the proportions of shares held by shareholders, unless it is instructed by the Articles of Association to not distribute profits according to the proportions of shares held by shareholders.

��

Amended Articles

Article ~~282~~ 291 The profits after income tax paid by the Company shall be distributed in the following order: (1) To make up the losses of the previous years;

(2) To extract ten percent (10%) of the profit after making up the losses of the previous years as the statutory accumulation fund;

(3) To extract fund for general (risk) preparation;

(4) To extract the any accumulation fund pursuant to ~~by~~ the resolutions of shareholders’ general meeting; (5) To distribute profits to shareholders. If the Company’s statutory reserve has accumulated to more than 50% of the registered capital of the Company, it can be no longer extracted. If the company’s statutory reserve fund is not sufficient to make up the losses of the previous years, the profit of the current year shall first be used to cover losses prior to the extraction of statutory reserve in accordance with the preceding clause. To distribute the profits in light of the proportions of shares held by shareholders, unless it is instructed by the Articles of Association to not distribute profits according to the proportions of shares held by shareholders.

��

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APPENDIX II

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

			Amended Articles
New	Article	Article 292 The Company will
		implement a sustained and stable
		dividend distribution policy which aims
		at providing a reasonable return on
		investment to its investors as well as
		supporting the sustainable development
		of the Company.
		The Company can distribute dividends
		in form of cash, stock or a combination
		of cash and stock. Provided that the
		Company	has earnings and its capital
		adequacy	ratio is in line with regulatory
		requirements and under the backdrop of
		normal operation and long-term
		development of the Company, the
		Company	will actively distribute
		dividends	in form of cash. The Company
		may distribute interim cash dividends
		depending on its earnings and capital
		requirements.

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APPENDIX II

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

	Original	Articles		Amended Articles
			Subject to the satisfaction of the
			requirements of the above paragraph,
			the Company shall distribute dividends
			in cash form which shall be not less than
			10% of the profits available for
			distribution attributable to parent
			company as realized in the consolidated
			statement. If it is subject to capital
			adequacy ratio or its cash flow is
			insufficient, the Company may consider
			to adopt the method of issuance of stock
			dividends and other distribution
			methods, provided that the Company
			maintains a reasonable capital size.
			Specific dividend distribution proposal
			shall be determined based on the
			operation results of the Company of the
			concerned year and the needs of the
			future development and shall be
			submitted to shareholders meeting for
			approval after having been approved by
			the Board of Directors. When the Board
			of Directors considers dividend
			distribution proposals, the independent
			directors should express their opinions,
			and the Board of Supervisors shall
			consider dividend distribution proposals
			as proposed by the Board of Directors
			and fully consider the views of external
			supervisors. When the shareholders’
			meeting is held for approval for the
			dividend distribution proposals, in
			addition to	setting up on-site voting
			facilities, voting through internet should
			also be provided to shareholders.

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APPENDIX II PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

Original	Articles	Amended Articles	Amended Articles
		If the Company thinks it is necessary to
		adjust profit distribution policy
		according to industry regulatory policy,
		its own operation conditions, capital
		needs and needs of long-term
		development, or due to significant
		changes in the external business
		environment, the adjusted policy of
		distribution of profits shall not violate
		any requirements of	the State Council
		securities regulatory authority. The
		adjusted profit distribution policy shall
		be approved by the Board of Directors
		and then submitted to shareholders’
		meeting for approval. The adjusted
		policy of profit distribution shall be
		approved by more than two-thirds of
		directors and the independent directors
		shall provide independent opinions.
		Board of supervisors should consider the
		proposed adjusted policy of profit
		distribution and adequately taken the
		views of external supervisors who do not
		work for the Company. When the
		shareholders’ meeting approves the
		adjusted profit distribution policy, in
		addition to setting up on-site voting
		facilities, voting through internet should
		also be provided to shareholders, and
		the proposal shall be approved by more
		than two-thirds of voting right of the
		present shareholders.
		The Company’s undistributed profits
		should be used for the Company’s
		operation, and the payout ratio can be
		increased appropriately after the capital
		requirements for the Company’s
		development has been satisfied and
		provided that the development of the
		Company and protection of investors
		have been considered.

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PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

APPENDIX II

Original Articles

Article 285 Dividends shall be distributed in the following forms: (1) Cash;

(2) Shares.

The profit distribution of the Company attaches the emphasis on the reasonable return on the investment of investors. The Company’s profit distribution policy should maintain a certain continuity and stability, and the Company shall distribute dividends in the profitable year. The profits distributed by the Company in the form of cash shall not be less than ten percent (10%) of the achieved profits available for distribution in each year. Any amount paid upon any shares before a call is made on shares shall bear interest thereon, and however, the shareholder is not entitled to any dividends of such prepaid share capital declared subsequently. The Company may exercise the power to cease sending dividend warrants to holders of overseas-listed foreign shares by post if such warrants have been left uncashed on two consecutive occasions, provided that the Company may do so on the first occasion on which such undelivered warrants are returned.

��

Article 290 The Company shall engage an independent accounting firm the relevant regulations of the State to audit the Company’s annual financial statements and review the Company’s other financial reports. The Company’s engagement of an accounting firm shall be decided by shareholders’ general meeting.

Amended Articles

Article ~~285~~ 295 Dividends shall be distributed in the following forms:

~~(1) Cash; (2) Shares.~~

~~The profit distribution of the Company attaches the emphasis on the reasonable return on the investment of investors. The Company’s profit distribution policy should maintain a certain continuity and stability, and the Company shall distribute dividends in the profitable year. The profits distributed by the Company in the form of cash shall not be less than ten percent (10%) of the achieved profits available for distribution in each year.~~

Any amount paid upon any shares before a call is made on shares shall bear interest thereon, and however, the shareholder is not entitled to any dividends of such prepaid share capital declared subsequently. The Company may exercise the power to cease sending dividend warrants to holders of overseas-listed foreign shares by post if such warrants have been left uncashed on two consecutive occasions, provided that the Company may do so on the first occasion on which such undelivered warrants are returned.

�� Article ~~290~~ 300 The Company shall engage an independent accounting firm ~~, which has obtained “qualification of engagement in securities related businesses” and is in compliance with~~ the relevant regulations of the State , to audit the Company’s annual financial statements and review the Company’s other financial reports. The Company’s engagement of an accounting firm shall be decided by shareholders’ general meeting.

– 49 –

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

APPENDIX II

Original Articles Amended Articles Article 291 The accounting firm engaged Article ~~291~~ 301 The accounting firm by the Company shall hold the term of engaged by the Company shall hold the office from the conclusion of this annual term of office of one year from the shareholders’ general meeting to the conclusion of this annual shareholders’ conclusion of the next annual shareholders’ general meeting to the conclusion of the general meeting. next annual shareholders’ general meeting and may be re-appointed . Article 297 In dismissing or discontinuing Article ~~297~~ 307 In dismissing or the engagement of an accounting firm, the discontinuing the engagement of an Company shall notify the accounting firm accounting firm, the Company shall notify in advance and the accounting firm has the the accounting firm 15 days in advance right to make representations to the and the accounting firm has the right to shareholders’ general meeting. If an make representations to the shareholders’ accounting firm resigns, it shall clarify to general meeting. If an accounting firm the shareholders at a shareholders’ general resigns, it shall clarify to the shareholders meeting whether or not there is any at a shareholders’ general meeting whether improper affair. or not there is any improper affair. �� New Article Article 310 Save as otherwise provided in this Articles of Association, the various forms in respect of notices mentioned herein shall be applicable to the notices convening shareholders’ meetings, meetings of Board of Directors and Board of Supervisors of the Company. New Article Article 312 In case of non-issuance of the notice of the meeting, resulting from any unexpected omission, to or nonreceipt by the person who is entitled thereto, the meeting and the resolution passed on the meeting will not be invalid as a result thereof.

– 50 –

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

APPENDIX II

Original Articles

Article 309 When the merger or division of the Company involves changes in registered particulars, such changes shall be registered with the company registration authority in accordance with the law; when the Company dissolves, the Company shall finish its deregistration in accordance with the law; when a new company is established, its establishment shall be registered in accordance with the law.

Amended Articles

Article ~~309~~ 321 When the merger or division of the Company involves changes in registered particulars, such changes shall be registered with the company registration authority in accordance with the law; when the Company dissolves, the Company shall finish its deregistration in accordance with the law; when a new company is established, its establishment shall be registered in accordance with the law.

~~The Company shall go through the formality of changes in respect of any increase or decrease in its registered capital with the relevant companies registration authorities.~~ Article 327 Definitions Article ~~327~~ 339 Definitions (1) The “actual controller” shall refer to (1) Controlling shareholder shall refer to the persons who, not being a shareholder the persons whose shares account for of the Company, is able to exercise control more than 50% of the total share capital over the acts of the Company through an of the Company and who may exert investment relationship, any agreement or material influence over the resolutions of other arrangement. the shareholders’ meeting by virtue of �� the voting right attached on the shares they hold even though their shareholding may be less than 50%, unless otherwise specified herein. (2) The “actual controller” shall refer to the persons who, not being a shareholder of the Company, is able to exercise control over the acts of the Company through an investment relationship, any agreement or other arrangement. ��

– 51 –

APPENDIX III FUTURE DIVIDEND RETURN PLAN OF HARBIN BANK CO., LTD.

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

1. FACTORS CONSIDERED IN FORMULATING THE DIVIDEND RETURN PLAN

Based on the strategic development needs of the Company, and in order to further strengthen the return to Shareholders and to establish a sound and comprehensive dividend policy and long-term communication mechanism, the Company, having considered various factors such as the actual situation of the Company’s operation and development, the requirements and wishes of Shareholders, social capital costs, external financing environment, cash flow condition, capital requirements, formulated this plan.

2. MODIFICATION OF THE FUTURE DIVIDEND RETURN PLAN

The Company’s Board of Directors will, according to the Company’s operation situation, re-examine the Future Dividend Return Plan at least once every three years, to make appropriate and necessary modifications to the dividend distribution policy of the next three years and determine the shareholder return plan for that period. At the time of modification, the Company’s Board of Directors will establish a reasonable dividend plan according to the Company’s specific business data, with full consideration given to the size of the Company’s earnings, cash flow position, stage of development and the current capital planning and needs, to effectively ensure Shareholders’ sharing of the Company’s development fruits.

3. FUTURE DIVIDEND RETURN PLAN FOR SHAREHOLDERS

The Company will implement a sustained and stable dividend distribution policy. The Company’s dividend distribution should pay attention to the reasonable return on investment to investors and the Company’s sustainable development.

The Company may adopt cash, stock and cash-stock combined methods to distribute dividends. In the premise that the Company makes profit, meets capital adequacy ratio and other regulatory requirements and is under normal operation and long-term development, the Company will actively choose cash payment method to distribute dividend. The Company may distribute dividend by cash in the interim period according to the profits situation and capital requirements. In the premise of meeting the above requirements, the profit distributed by way of cash by the Company each year will not be less than 10% of the available-for-distribution profit for that year. If faced with capital adequacy ratio constraints or inadequate cash flow, and by ensuring the reasonable size of the Company’s capital, the Company may consider distributing stock dividend, etc. as a method of profit distribution. The specific dividend plan will be determined according to the Company’s specific operation situation in that year and the future development needs, and will be submitted to the general meeting for approval, after having been considered by the Company’s Board of Directors. The dividend plan will need to fully consider the opinions of independent Directors and minority Shareholders. When considering the profit distribution plan by the Board of Directors, the independent Directors should express their opinions. The Board of Supervisors should consider the dividend scheme

– 52 –

FUTURE DIVIDEND RETURN PLAN OF HARBIN BANK CO., LTD.

APPENDIX III

drafted by the Board of Directors, and fully listen to the views of external Supervisors. When considering the profit distribution plan, the general meeting should provide on-line voting arrangement to the Shareholders, in addition to on-site voting at the meeting. The Company’s undistributed profit should be properly used for the Company’s operation, and by ensuring sufficient funds to meet the Company’s development capital needs, with consideration given to development and the protection of investors’ interests, the dividend proportion may appropriately be raised.

If the Company needs to adjust its profit distribution policy, based on industry regulatory policy, its own business situation, capital needs and future long-term development needs, or significant changes taken place in the external business environment, the adjusted profit distribution policy should not violate relevant provisions of CSRC and the stock exchange. The proposal on profit distribution policy adjustment will be drafted by the Board of Directors and submitted to the general meeting for approval. The profit distribution policy adjustment plan should fully taken into account the views of the independent Directors and minority Shareholders. When the Board of Directors approves the proposal on adjusting the profit distribution policy, the proposal should be approved by more than two-thirds of Directors, with independent opinions issued by independent Directors. The Board of Supervisors should consider the profit distribution policy adjustment proposal drafted by the Board of Directors, and fully listen to the opinions of the external Supervisors who are not employees of the Company. When considering the profit distribution policy adjustment proposal, the Company should provide online voting to the Shareholders, in addition to on-site voting at the meeting, and the proposal should be approved by the attending Shareholders who represent over two thirds of the voting right.

4. THE DIVIDEND RETURN PLAN FOR THE NEXT THREE YEARS

In the next three years (2015 – 2017), the profit to be distributed by the Company in cash each year will not be less than 10% of the available-for-distribution profit achieved that year. The Company accepts supervision by all Shareholders, independent Directors, Supervisors and minority Shareholders’ recommendations and supervision over the Company’s dividend distribution. The formulation and modification of the Company’s annual profit distribution plan for the next three years should be carried out in accordance with the relevant provisions of the Articles of Association and the aforementioned dividend return plan.

This plan is put forward by the Board of Directors, with comments made by independent Directors, and should be submitted to the EGM meeting for consideration. This plan should be put into force after the A Share Offering.

– 53 –

APPENDIX IV

PLAN ON STABILISING THE A SHARE PRICE OF HARBIN BANK CO., LTD. WITHIN THREE YEARS AFTER THE A SHARES LISTING

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

In order to maintain a stable A Share price after the initial public offering and listing of the A Shares, the Company hereby establishes this plan in accordance with the Securities Law of the PRC and the Opinions on Further Promoting the Reform of IPO issued by CSRC, as well as other relevant laws and regulations. The plan should be considered and approved by the EGM, Domestic Shareholders’ Class Meeting and H Shareholders’ Class Meeting of the Company, and put into force for three years from the date of listing of the A Shares of the Company for the initial public offering. The specific plan is as follows:

1. CONDITIONS TO START STABILIZING THE COMPANY’S SHARE PRICE

If the closing prices of the Company’s A Shares for 20 consecutive trading days are lower than the Company’s most recent audited net assets per Share (after the latest audit base date, if changes happen to the net assets or the total number of Shares of the Company, due to profit distribution, capital reserve transferring into Shares, additional issuance, allotment or other circumstances, the net assets per share will be adjusted accordingly, the same as below), the Company and related entities will, subject to compliance with relevant provisions of laws, regulations and normative documents, take measures according to this plan to stabilize the Company’s Share price, by increase in shareholding or by share repurchase.

2. MEASURES FOR PRICE STABILIZING

Measures for stabilizing the Share price include: 1) the Company repurchases own Shares; 2) the Company’s Directors (excluding independent Directors, the same below), and the senior management increase their holding of the Company’s Shares.

When implementing measures for stabilizing the Share price, the Company shall initially repurchase Shares, and the second measure shall only be activated, which is by increasing the holding of the Company’s Shares by the Directors and the senior management of the Company, after the pre-conditions stated in part 4 of this plan are fulfilled.

The Company is obliged to take compulsory measures to stabilize the Share price only once in each calendar year.

3. PROCEDURE FOR THE IMPLEMENTATION OF THE COMPANY’S SHARE REPURCHASE

Where the conditions that trigger measures for stabilizing the Share price are satisfied, the Company will hold a meeting of the Board within 20 days to resolve on the implementation of Share repurchase by the Company.

– 54 –

APPENDIX IV

PLAN ON STABILISING THE A SHARE PRICE OF HARBIN BANK CO., LTD. WITHIN THREE YEARS AFTER THE A SHARES LISTING

The Company will hold general meeting and Shareholders’ class meetings in accordance with the Company’s Articles of Association to consider the proposal on implementation of Share repurchase (“Repurchase Resolution”) as soon as possible after the Board has resolved on the Share repurchase, which should only be approved by Shareholders representing over two-thirds of the voting rights of the attending Shareholders.

The Company will repurchase the Shares within 6 months from the date of passing of the resolution, until one of the below occurs:

through the implementation of the Share repurchase, the closing prices of the Company’s A Shares for ten consecutive trading days are higher than the Company’s most recent audited net assets per Share;
continuing the Share repurchase will render the Company be non-compliant with the qualifications for listing; or
the number of repurchased Shares amounted to 2% of the total number of the Company’s A Shares before the repurchase.

The Company’s Share repurchase and its information disclosure and the Share disposal after the Share repurchase shall comply with the Company Law , the Securities Law of the PRC and other relevant laws, administrative regulations and the Company’s Articles of Association.

4. PROCEDURES FOR THE IMPLEMENTING THE INCREASE IN THE HOLDING OF THE COMPANY’S SHARES BY COMPANY’S DIRECTORS AND THE SENIOR MANAGEMENT

Initiating procedures:

(1) The Company has not implemented the A Share repurchase plan

When the conditions that trigger measures for stabilizing the A Share price are satisfied, and if the Company is unable to implement the Share repurchase due to the fact that the proposal of Share repurchase is not approved by the general meeting and class meetings or there are other legal reasons which prohibit the implementation of the Share repurchase, the Company’s Directors and the senior management will increase their holding of the Company’s Shares within 90 days after the conditions that trigger measures for stabilizing the A Share price are satisfied or 90 days from the date when the general meeting and class meetings resolved not to implement the Share repurchase plan, whichever is the earlier.

(2) The Company has implemented the Share repurchase plan

Although the Share repurchase plan is implemented by the Company, the conditions of “the closing price of the Company’s A Shares for the 10 consecutive trading days is higher than the Company’s most recent audited net assets per share” are not fulfilled, the Company’s

– 55 –

APPENDIX IV

PLAN ON STABILISING THE A SHARE PRICE OF HARBIN BANK CO., LTD. WITHIN THREE YEARS AFTER THE A SHARES LISTING

Directors and the senior management will increase the holding of the Company’s Shares within 90 days from the date when the Company’s Share repurchase plan implementation is completed, and will not sell the increased Shares held within 6 months from the completion of the plan of increase in the holding. The Directors and the senior management’s increase in the holding of Shares and its information disclosure should comply with the Company Law, the Security Law and other relevant laws and administrative regulations.

Directors and the senior management’s increase in the holding of the Company’s Shares will be terminated when one of the following conditions is satisfied:

through increase in the holding of the Company’s Shares, the closing price of the Company’s A Shares for 10 consecutive trading days is higher than the Company’s most recent audited net assets per Share;
continuing the increase in the holding of the Company’s Shares will render the Company be non-compliant with the listing qualifications;
continuing the increase in the holding of the Company’s Shares would result in the need to fulfil the obligation to make a tender offer while the tender offer is not planned; or
the funds used for the increase in the holding of Shares reaches 15% of their total remuneration received from the Company last year.

– 56 –

APPENDIX V

ANALYSIS OF HARBIN BANK CO., LTD. ON THE IMPACT OF AND THE RECOVERY MEASURES ON THE DILUTED IMMEDIATE RETURN ON INITIAL PUBLIC OFFERING OF A SHARES

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

In accordance with Opinions of General Office of the State Council on Further Strengthening the Protection of Capital Market Small and Medium Investors’ Legitimate Rights and Interests of Small and Medium Investors in Capital Market (G. B. F. [2013] No. 110) and other relevant requirements, we hereby analyse the impact of this initial public offering of A Shares (hereinafter referred to as the “A Share Offering”) on diluted immediate return, and explains relevant measures on supplementing the return.

I. ANALYSIS OF THE IMPACT OF THE A SHARE OFFERING ON DILUTION OF IMMEDIATE RETURN

According to the Company’s audited financial report, the Company’s earnings per share was RMB0.37 and the weighted average net assets returns ratio was 14.55% in 2014.

According to the A Share Offering plan, the total number of shares proposed to be issued pursuant to this A Share offering will not exceed 3.666 billion shares. After the issuance is completed, the Company’s share capital and net assets size will be increased.

Upon receipt of the proceeds raised, the Company will, by efficient capital allocation and timely and effectively putting the proceeds into use, achieve a reasonable capital return. Due to the special nature of commercial banks, the proceeds raised from the issuance will be used jointly with existing capital, it will be difficult to measure separately the contribution brought by the proceeds. In general, proceeds raised can generate definite benefits in the period upon they are being put into use, but from a short term perspective, it will take some time from the completion of issuance to the corresponding expansion of asset size, and the direct earnings and benefits cannot be fully and immediately reflected. Therefore, the increase in the share capital will dilute the earnings per share, and the increase of net assets will dilute the return on net assets.

Assuming that the A Shares of the A Share Offering were in issuance upon the listing of H shares of the Company on March 31, 2014, and without considering the benefits generated by the use of proceeds raised by the A Share Offering, the impact of the A Share Offering on the Company’s main financial indicators is as follows, calculated based on the 2014 audited consolidated financial data:

2014 (before offering) 2014 (after offering)

Total share capital (share)	10,995,599,553	14,661,599,553
Net assets attributable to shareholders of
the parent company at period end
(unit: RMB million)	29,530.28	39,391.82
Weighted average net assets
(unit: RMB million)	26,170.33	33,566.48
Basic earnings per share	0.37	0.29
Weighted average return on net assets	14.55%	11.34%

– 57 –

APPENDIX V

ANALYSIS OF HARBIN BANK CO., LTD. ON THE IMPACT OF AND THE RECOVERY MEASURES ON THE DILUTED IMMEDIATE RETURN ON INITIAL PUBLIC OFFERING OF A SHARES

Note 1: The above calculation is based on the assumption that the offering price equals to the unaudited net asset value per share attributable to shareholders of the parent company as at the end of 2014, that is RMB2.69/share, and the offering size calculated accordingly is RMB9.862 billion (before deduction of the issuance fees).
Note 2: The above calculation does not constitute the Company’s profit forecast. Investors should not make investment decisions based on the above calculation. If investors suffer losses by making investment decisions based on the above calculation, the Company will not accept responsibilities for compensation; the above calculation has not taken into account the use efficiency of the proceeds upon receipt; the number of the shares to be offered by the issuance, the offering size etc. are estimates only, which shall be finally approved by the CSRC, and will be based on the total number and the offering price of the Shares subscribed by investors; while forecasting the net assets before and after the issuance, the Company has not considered the impact of other factors other than proceeds to be raised and net profit on net assets.

II. THE COMPANY’S RELEVANT MEASURES ON RECOVERING THE RETURN

As the A Share Offering may lead to the decline of financial indicators such as Shareholders’ earnings per share, the rate of return on equity etc., the Company will take various measures to ensure the effective use of the proceeds to be raised of the A Share Offering, reduce the risk of dilution of immediate return, and raise future profitability and return ability.

1. Maintaining stable shareholder return policy

The Company intends to hold the first EGM of 2015 on June 30, 2015 to consider and approve Harbin Bank’s Future Dividend Return Plan (Draft) ; the Company’s Articles of Association have also defined cash dividend policy and cash dividend proportion and other matters, and stipulated the minimum proportion of the profit to be distributed by way of cash under normal circumstances, so as to facilitate the formation of stable return expectations by investors. The Company attaches great importance to the protection of Shareholders’ equity, will continue to maintain the continuity and stability of profit distribution policy, and adhere to creating long-term value for Shareholders.

2. Standardizing the use of proceeds and improving capital use efficiency

Commercial bank businesses have certain special features, and the proceeds raised will be applied to replenish capital rather than specific investment projects, therefore the use and effectiveness of the proceeds cannot be measured separately. The Company will strengthen the management of the proceeds to be raised, reasonably and effectively apply the proceeds to be raised, to actively enhance the return on capital.

3. Strengthening capital planning management and capital stress test

Periodic re-inspection of the medium and long-term capital plans on a regular basis, and based on the changes in the macroeconomic environment, regulatory requirements, market conditions, business development, internal management, etc., the Company will make timely and dynamic adjustments to its capital plan to ensure adjustment of the capital level to match the Company’s future business development and risk profile.

– 58 –

APPENDIX V

ANALYSIS OF HARBIN BANK CO., LTD. ON THE IMPACT OF AND THE RECOVERY MEASURES ON THE DILUTED IMMEDIATE RETURN ON INITIAL PUBLIC OFFERING OF A SHARES

The Company will, in accordance with the regulatory requirements, establish stress testing systems, to ensure adequate levels of capital to deal with adverse market condition changes. The Company will develop and improve the capital contingency plan, clarify corresponding policy arrangements and countermeasures for stressful situations, in order to ensure meeting the capital requirements outside the plan. The emergency plan includes but not limited to Shareholders’ emergency contribution, transfer of assets, increased risk mitigation efforts and so on.

4. Continuing to promote the comprehensive development of business, and expanding diversified profit channels

While promoting the steady growth of the existing businesses, the Company will expand business innovation opportunities, continuously pay attention to the development trend of the financial sector, promote the comprehensive development of businesses, provide customers with a full range of financial services, constantly open up new business fields, promote international business expansion, and excavate new profit growth points, to win the initiative in an increasingly competitive market.

5. Promoting the construction of comprehensive risk management system

The Company will establish an internal capital adequacy assessment process, to ensure adequate identification, measurement, monitoring and reporting of major risk profile; to ensure the capital level matches the main risks and risk management level faced, and ensure the capital planning matches the business conditions, risk changes and long-term development strategy. With comprehensive risk management as the main line, the Company will improve the comprehensive risk management structure, strengthen credit risk balanced management, optimize credit business processes, strengthen market, operational and liquidity risk management, enhance reputation and legal risk management and control, strengthen the construction of comprehensive risk management system, and improve meticulous management level, so as to achieve the organic combination of business development and risk management.

– 59 –

ASSURANCE REPORT ON THE USE OF PROCEEDS FROM THE PREVIOUS FUND RAISING ACTIVITY AND REPORT ON THE USE OF PROCEEDS FROM THE PREVIOUS FUND RAISING ACTIVITY

APPENDIX VI

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

Assurance Report on the Use of Proceeds from the Previous Fund Raising Activity

Ernst & Young Hua Ming (2015) Zhuan Zi No.60715519_B02

12 May 2015

To: The Board of Directors of Harbin Bank Co., Ltd.

We have been commissioned and have carried out reasonable verification work on the assurance of the attached Report on the Use of Proceeds from Previous Fund Raising Activity of Harbin Bank Co., Ltd. as of December 31, 2014 (hereafter referred to as the “Report on the Use of Proceeds from the Previous Fund Raising Activity”). Pursuant to the Rules on the Report on the Use of Proceeds from the Previous Fund Raising Activity of the China Securities Regulation Commission (CSRC Issue No. 500 [2007]), it is the responsibility of the Board of Directors of Harbin Bank Co., Ltd. to prepare the aforementioned Report on the Use of Proceeds from the Previous Fund Raising Activity and to ensure the truthfulness, accuracy and completeness of its content and the absence of false representations, misleading statements or material omissions in its content. Our responsibility is to give assurance opinions on the Report on the Use of Proceeds from the Previous Fund Raising Activity based on this assurance engagement.

We performed our assurance engagement in accordance with the regulations of the Standards on Other Assurance Engagements for CPAs of China No. 3101 – Assurance Engagements Other than Audit or Review of Historical Financial Information . The regulations require us to, in compliance with the code of professional ethics, plan and carry out the assurance engagement, in order to obtain reasonable assurance that there is no material misstatement in the Report on the Use of Proceeds from the Previous Fund Raising Activity. In our assurance engagement, we carried out requisite procedures, including inquiries, random inspections, verifications and other procedures we deemed necessary. We are of the opinion that our verification work has provided a reasonable basis for our opinion.

In our opinion, the Report on the Use of Proceeds from the Previous Fund Raising Activity of Harbin Bank Co., Ltd. was prepared in all material respects in accordance with the Rules on the Report on Use of Proceeds from the Previously Raised Fund ” of the China Securities Regulation Commission (CSRC Issue No. 500 [2007]), and has reflected the use of the proceeds from the previous fund raising activity of Harbin Bank Co., Ltd. as of December 31, 2014.

This report is provided for the sole purpose of the current application by Harbin Bank Co., Ltd. to the China Securities Regulatory Commission with regard to the proposed issuance of new shares and shall not be used for other purposes without our prior written consent.

Ernst & Young Hua Ming LLP CPA of China Yan Wei Sheng Beijing China CPA of China Chen Sheng

– 60 –

APPENDIX VI

ASSURANCE REPORT ON THE USE OF PROCEEDS FROM THE PREVIOUS FUND RAISING ACTIVITY AND REPORT ON THE USE OF PROCEEDS FROM THE PREVIOUS FUND RAISING ACTIVITY

Report on the Use of Proceeds from the Previous Fund Raising Activity of Harbin Bank Co., Ltd.

I. AMOUNT AND TIME OF RECEIPT OF THE PROCEEDS FROM THE PREVIOUS FUND RAISING ACTIVITY

The China Securities Regulation Commission issued the Reply in relation to the Approval of the Issuance of Overseas Listed Foreign Shares by Harbin Bank Co., Ltd ” (CSRC Permit No. 248[2014]) on March 5, 2014 granting approval to Harbin Bank Co., Ltd. (hereafter referred to as the “Company”) to issue not more than 3,477,100,000 overseas listed foreign shares, of which all are ordinary shares, at the nominal value of RMB1 per share. With the approval by the Hong Kong Exchanges and Clearing Limited (hereafter referred to as “HKEx”) of the public offer shares for listing and trading, the Company issued 2,748,700,000 H shares, with a nominal value of RMB1 per share, through the HKEx at an offer price of HK$2.90 per share on March 31, 2014. The total subscription amount received from the issuance was HK$7,971,230,000.00 (equivalent to RMB6,321,583,951.50) in total. After deducting the brokers’ commission and other administrative fees, the actual net proceeds were HK$7,774,646,143.89 (equivalent to RMB6,165,683,124.41). The above conversion rate of Hong Kong Dollar to RMB was calculated based on the RMB middle remittance rate of the date on which the proceeds were received.

As of Mar 31, 2014, the Company received in full the above proceeds raised by the aforementioned issuance of H shares. The proceeds were deposited into bank account No. 012-875-6-012133-0 at the Bank of China (Hong Kong) Limited, which is a bank account opened by the Company designated for fund raising proceeds. The above proceeds have been verified by Ernst & Young Hua Ming LLP, who issued a capital verification report (Ernst & Young Hua Ming (2004) Yan Zi No. 60715519_B01) on May 28, 2014.

II. THE USE OF THE PROCEEDS FROM THE PREVIOUS FUND RAISING ACTIVITY

Consistent with the undertakings made at the issuance of the H Shares on the use of the proceeds, the aforementioned proceeds from the previous fund raising activity were used, after the deduction of issuance fees, to replenish the capital base of the Company and put into operation together with other capital of the Company.

– 61 –

APPENDIX VI

ASSURANCE REPORT ON THE USE OF PROCEEDS FROM THE PREVIOUS FUND RAISING ACTIVITY AND REPORT ON THE USE OF PROCEEDS FROM THE PREVIOUS FUND RAISING ACTIVITY

12 May 2015	Breakdown of the Use of Proceeds from the Previous Fund Raising Activity	Unit: RMB	Total amount of proceeds raised: 6,165,683,124.41 Aggregate total amount of proceeds used: 6,165,683,124.41	Total amount of proceeds with altered usage: Nil Total amount of proceeds used by year:	Proportion of proceeds with altered usage: Nil 2014: 6,165,683,124.41	Investment projects Total amount of proceeds invested Aggregate amount of proceeds invested as of the cut-off date	Level of Difference	completion (Post-fund (Pre-fund (Post-fund between the	of the (Pre-fund raising) Amount raising) Amount raising) Amount pre- and post-	project as of Investment Actual raising) Amount of investment of investment of investment fund raising	the cut-off project investment undertaken to undertaken to Actual amount undertaken to undertaken to Actual amount amount to be	date Number undertaken project be invested be invested invested be invested be invested invested invested	1 Replenishment Replenishment 6,165,683,124.41 6,165,683,124.41 6,165,683,124.41 6,165,683,124.41 6,165,683,124.41 6,165,683,124.41 – 100%	of capital of capital

– 62 –

ASSURANCE REPORT ON THE USE OF PROCEEDS FROM THE PREVIOUS FUND RAISING ACTIVITY AND REPORT ON THE USE OF PROCEEDS FROM THE PREVIOUS FUND RAISING ACTIVITY

APPENDIX VI

As at December 31, 2014, the realisation efficiency of the proceeds from the previous fund raising activity is shown as follows:

		Accumulative
		productivity
		utilisation rate					Cumulative
		of the investment					realisation	Whether the
		project as of		Actual efficiency over			efficiency as of	expected level of
		December 31,	Efficiency	the last three years			December 31,	efficiency is
Actual project		2014	undertaken	2014	2013	2012	2014	achieved
Number
1	Replenishment of	N/A	N/A	N/A	N/A	N/A	N/A	N/A
	capital

Note: By reason of the uniqueness of the banking business, the proceeds were used in full to replenish the capital of the Company upon the receipt of the proceeds, and that the realisation efficiency of the Company cannot be computed independently. The receipt of the proceeds has strengthened the capital of the Company and raised the capital adequacy ratio of the Company.

III. CONCLUSION

This report was prepared in accordance with the requirements of the Rules on the Report on the Use of Proceeds from the Previous Fund Raising Activity issued by the China Securities Regulatory Commission. The Company had performed an itemised cross-checking of the actual use of the aforementioned proceeds from the previous fund raising activity with the relevant information disclosed in the form of regular reports and other disclosure documents since the public listing of H shares of the Company on March 31, 2014 and came to the conclusion that the actual usage is consistent with the relevant information disclosed.

The Board of Directors of Harbin Bank Co., Ltd.

– 63 –

NOTICE OF 2015 FIRST 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 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2015 first extraordinary general meeting (“ EGM ”) of Harbin Bank Co., Ltd. (the “ Company ”) 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 Tuesday, 30 June 2015 or immediately after the conclusion of the annual general meeting for 2014 of the Company to be held at 8:30 a.m. on the same day 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

The proposal on the initial public offering and the 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;

– 64 –

NOTICE OF 2015 FIRST EXTRAORDINARY GENERAL MEETING

The proposal on the distribution of the accumulated undistributed profits before the initial public offering of A Shares;
The proposal on the use of the proceeds to be raised by the initial public offering of A Shares and the feasibility analysis;
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:
(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;
(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;
(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;
(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;
(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;
(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;
(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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NOTICE OF 2015 FIRST EXTRAORDINARY GENERAL MEETING

(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 proposal on amending Articles of Association of Harbin Bank Co., Ltd. (Draft) to be applicable and valid after the listing of A Shares;
The proposal on the Future Dividend Return Plan of Harbin Bank Co., Ltd. (Draft) ;
The proposal on stabilising the A Share price within three years after the initial public offering of A Shares;
The proposal on commitments relating to the information disclosure of the prospectus on the initial public offering of A Shares;
The proposal on dilution of immediate return and recovery of return on the initial public offering of A Shares; and
The proposal on the report on use of proceeds from previous fund raising activities.

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.

– 66 –

NOTICE OF 2015 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

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. 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 Tuesday, 30 June 2015, the H share register of members of the Company will be closed from Sunday, 31 May 2015 to Tuesday, 30 June 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 Company on Sunday, 31 May 2015 will be entitled to attend and vote at the EGM. The holders of H shares of the Company who intend to attend and vote at the EGM must lodge all the transfer documents accompanied by the relevant H share certificates with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited (address: Shops 1712-1716, 17th Floor, Hope well Centre, 183 Queen’s Road East, Wanchai, Hong Kong) to process the registration not later than 4:30 p.m. on Friday, 29 May 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 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.

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 Company’s Board of Directors’ Office (for holders of domestic shares) on or before Wednesday, 10 June 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 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 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 Company’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.

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NOTICE OF 2015 FIRST EXTRAORDINARY GENERAL MEETING

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 EGM.

7. 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.

– 68 –

NOTICE OF 2015 FIRST DOMESTIC SHAREHOLDERS’ CLASS 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 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

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

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NOTICE OF 2015 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING

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:
(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;
(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;
(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;
(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;
(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;
(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;
(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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NOTICE OF 2015 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING

(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 proposal on stabilising the A Share price within three years after the initial public offering of A Shares;
The proposal on commitments relating to the information disclosure of the prospectus on the initial public offering of A Shares; and
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

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.

– 71 –

NOTICE OF 2015 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING

Notes:

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

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.

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.

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.

– 72 –

NOTICE OF 2015 FIRST DOMESTIC SHAREHOLDERS’ CLASS 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 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.

– 73 –

NOTICE OF 2015 FIRST H SHAREHOLDERS’ CLASS 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 FIRST H SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2015 first class meeting of holders of H shares (“ H 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 11:00 a.m. on Tuesday, 30 June 2015 or immediately after the conclusion of the Domestic Shareholders’ Class Meeting 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

The proposal on the initial public offering and the 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;

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NOTICE OF 2015 FIRST H SHAREHOLDERS’ CLASS MEETING

The proposal on the distribution of the accumulated undistributed profits before the initial public offering of A Shares;
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:
(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;
(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;
(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;
(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;
(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;
(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;
(g) for the purpose of the A Share Offering, to engage and appoint relevant intermediaries, and sign engagement or appointment agreement;

– 75 –

NOTICE OF 2015 FIRST H SHAREHOLDERS’ CLASS MEETING

(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 proposal on stabilising the A Share price within three years after the initial public offering of A Shares;
The proposal on commitments relating to the information disclosure of the prospectus on the initial public offering of A Shares; and
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

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.

– 76 –

NOTICE OF 2015 FIRST H SHAREHOLDERS’ CLASS MEETING

Notes:

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. Closure of register of members

In order to determine the list of holders of H shares who are entitled to attend and vote at the H Shareholders’ Class Meeting to be held on Tuesday, 30 June 2015, the H share register of members of the Company will be closed from Sunday, 31 May 2015 to Tuesday, 30 June 2015 (both days inclusive), during which period no share transfer will be registered. Shareholders whose names appear on the H share register of members of the Company on Sunday, 31 May 2015 will be entitled to attend and vote at the H Shareholders’ Class Meeting. The holders of H shares of the Company who intend to attend and vote at the H Shareholders’ Class Meeting must lodge all the transfer documents accompanied by the relevant H share certificates with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited (address: Shops 1712-1716, 17th Floor, Hope well Centre, 183 Queen’s Road East, Wanchai, Hong Kong) to process the registration not later than 4:30 p.m. on Friday, 29 May 2015.

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

4. Notice of attendance

Holders of H shares who intend to attend the H Shareholders’ Class Meeting in person or by proxy should return the reply slip in person, by post or by facsimile to Computershare Hong Kong Investor Services Limited on or before Wednesday, 10 June 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).

5. Proxy

Any holder of H shares entitled to attend and vote at the H 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.

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 not less than 24 hours before the designated time for the holding of the H Shareholders’ Class Meeting or any adjourned meeting thereof.

Completion and return of a form of proxy will not preclude any holder of H shares from attending in person and voting at the H 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.

– 77 –

NOTICE OF 2015 FIRST H SHAREHOLDERS’ CLASS MEETING

6. Publication of poll results

7. Other business

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

– 78 –

AI assistant

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

50982_rns_2015-05-13_1fe19981-45a1-498d-8caf-9ad56e2929df.pdf

Harbin Bank Co., Ltd. 哈爾濱銀行股份有限公司[*]

(Stock Code: 6138)

(1) PROPOSED A SHARE OFFERING

(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION FOR THE PURPOSE OF THE PROPOSED A SHARE OFFERING

(3) NOTICE OF 2015 FIRST EXTRAORDINARY GENERAL MEETING

(4) NOTICE OF 2015 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING

(5) NOTICE OF 2015 FIRST H SHAREHOLDERS’ CLASS MEETING

Table of Contents

DEFINITIONS

DEFINITIONS

DEFINITIONS

Harbin Bank Co., Ltd. 哈爾濱銀行股份有限公司[*]

Members of the Board:

Registered Address:

(1) PROPOSED A SHARE OFFERING (2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION FOR THE PURPOSE OF THE PROPOSED A SHARE OFFERING

1 INTRODUCTION

LETTER FROM THE BOARD

2 RESOLUTIONS IN RELATION TO THE PROPOSED A SHARE OFFERING

2.1 Proposal on the plan for the A Share Offering

(1) Type and par value of the proposed issuance

(2) Issuance size

(3) Target subscribers

(4) Method of issuance

(5) Method of pricing

(6) Use of proceeds to be raised

(7) Method of underwriting

(8) Place of listing

(10) Valid period of the resolution

2.2 Proposal on the distribution of the accumulated undistributed profits before the A Share Offering

2.3 Proposal on the use of the proceeds to be raised by the A Share Offering and the feasibility analysis

2.5 Proposal on amending Articles of Association of Harbin Bank Co., Ltd. (Draft) to be applicable and valid after listing of A Shares

2.6 Proposal on the draft future dividend return plan

2.7 Proposal on stabilising the A Share price within three years after the A Share Offering

2.8 Proposal on commitments relating to the information disclosure of the prospectus on the A Share Offering

LETTER FROM THE BOARD

2.9 Proposal on dilution of immediate return and recovery of return on the A Share Offering

2.10 Proposal on the report on use of proceeds from previous fund raising activities

3 IMPACT OF THE A SHARE OFFERING ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

4 REASONS FOR AND PURPOSES OF THE A SHARE OFFERING

4.1 Supplementing capital for the purpose of the Company’ s long-term development

LETTER FROM THE BOARD

4.2 Conducive to further improving the capital adequacy ratio

4.3 Achieving long-term strategic development objective to ensure protection of Shareholders’ interest

5 REDUCTION/TRANSFER OF STATE-OWNED SHARES

6 FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

7 THE EGM, DOMESTIC SHAREHOLDERS’ CLASS MEETING AND THE H SHAREHOLDERS’ CLASS MEETING

8 VOTING BY POLL

9 RECOMMENDATIONS

10 ADDITIONAL INFORMATION

I. USE OF PROCEEDS TO BE RAISED BY A SHARE OFFERING

II. THE NECESSITY OF RAISING FUNDS THROUGH THE A SHARE OFFERING

1. Supplementing capital for the purpose of the Company’s long-term development

2. Conducive to further improving the capital adequacy ratio

3. Achieving the long-term strategic development objective to ensure protection of Shareholders’ interest

Specifications of the amendments to the Articles of Association of Harbin Bank Co., Ltd.

Original Articles

Amended Articles

Original Articles

Amended Articles

Original Articles

Amended Articles

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

Original Articles

Amended Articles

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

PROPOSAL ON AMENDING THE ARTICLES OF ASSOCIATION OF HARBIN BANK CO., LTD. (DRAFT) TO BE APPLICABLE AND VALID AFTER THE LISTING OF A SHARES

Original Articles

Amended Articles

Original Articles

Article 134

��

Amended Articles Article ~~134~~ 142 ��

Original Articles

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[*]**

Amended Articles Article 134 142 ��

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