Harbin Bank Co., Ltd. — Proxy Solicitation & Information Statement 2016

Dec 22, 2016

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Harbin Bank Co., Ltd., you should at once hand this circular and the proxy form and reply slip to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

This circular is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Bank. Distribution of this circular into jurisdictions other than Hong Kong may be restricted by law. Persons into whose possession this circular comes should inform themselves of and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Neither this circular nor any copy thereof may be released into or distributed in the United States or any other jurisdiction where such release or distributionbeen and willmightnot beberegisteredunlawful. underThe Offshorethe U.S.PreferenceSecurities ActSharesof 1933and the(theH“Shares U.S. Securities Act issuable upon”)conversionor the securitiesof thelawsOffshoreof anyPreferenceState of theSharesUnitedhaveStatesnot or other jurisdiction, and the Offshore Preference Shares may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable State or local securities laws. There is no intention to register any portion of any securities described herein in the United States or to conduct a public offering of securities in the United States.

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Harbin Bank Co., Ltd. 哈爾濱銀行股份有限公司[*]

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

(Stock Code: 6138)

• (1) PROPOSED NON-PUBLIC ISSUANCE OF OFFSHORE PREFERENCE SHARES (2) PROPOSAL ON THE AUTHORISATION TO THE BOARD AND THE PERSONS AUTHORISED BY THE BOARD TO DEAL WITH ALL MATTERS RELATING TO THE ISSUANCE OF OFFSHORE PREFERENCE SHARES

(3) PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

• (4) PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

• (5) PROPOSED CHANGE OF REGISTERED ADDRESS AND CORRESPONDING AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF 2017 FIRST EXTRAORDINARY GENERAL MEETING NOTICE OF 2017 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING NOTICE OF 2017 FIRST H SHAREHOLDERS’ CLASS MEETING

The Bank will convene the EGM, the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting at Conference Hall 3, Harbin Shangri-La Hotel, 555 Youyi Road, Daoli District, Harbin, Heilongjiang, China on Friday, 10 February 2017, at 8:30 a.m., 9:30 a.m. or immediately after the conclusion of the EGM (whichever is the later), and 10:00 a.m. or immediately after the conclusion of the Domestic Shareholders’ Class Meeting (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 101 to 111 of this circular.

If you intend to appoint a proxy to attend the EGM, the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting (if applicable), 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 by hand, by post or by fax not less than 24 hours before the time stipulated for convening the EGM or the H Shareholders’ Class Meeting. For Domestic Shareholders, the proxy forms should be returned to the Bank’s Board of Directors’ Office (No. 888 Shangjiang Street, Daoli District, Harbin 150070, Heilongjiang Province, China, Tel: 86-451-86779933), in any event served by hand, by post or by fax not less than 24 hours before the time stipulated for convening the EGM or the Domestic Shareholders’ Class Meeting. 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 and the H Shareholders’ Class Meeting (if applicable) if you so wish. If you intend to attend the EGM, the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting (if applicable) 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 Bank’s Board of Directors’ Office (for Domestic Shareholders) on or before Friday, 20 January 2017.

* 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.

23 December 2016

CONTENTS

		Page
DEFINITION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER FROM **	THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I	OFFSHORE ISSUANCE PLAN. . . . . . . . . . . . . . . . . . . . . . . .	15
APPENDIX II	PROPOSAL ON AUTHORISATION MATTERS IN
	RESPECT OF THE OFFSHORE PREFERENCE
	SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
APPENDIX III	PROPOSED FORMULATION OF DRAFT ARTICLES OF
	ASSOCIATION FOR OFFSHORE PREFERENCE
	SHARES AND DRAFT RULES OF PROCEDURE FOR
	OFFSHORE PREFERENCE SHARES . . . . . . . . . . . . . . . .	28
APPENDIX IV	PROPOSED FORMULATION OF DRAFT ARTICLES OF
	ASSOCIATION FOR A SHARES AND OFFSHORE
	PREFERENCE SHARES AND DRAFT RULES OF
	PROCEDURE FOR A SHARES AND OFFSHORE
	PREFERENCE SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . .	66
NOTICE OF 2017 FIRST EXTRAORDINARY GENERAL MEETING . . . . . . . .		101
NOTICE OF 2017 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING .		105
NOTICE OF 2017 FIRST H SHAREHOLDERS’ CLASS MEETING . . . . . . . . . .		108

– i –

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 pursuant to the A Share Offering by the Bank, which will be listed on the Shanghai Stock Exchange and traded in RMB

• “A Share Offering”

• the Bank’s proposed initial public offering of not more than 3,666,000,000 A Shares which are to be listed on the Shanghai Stock Exchange

• “Additional Tier 1 Capital”

• has the meaning given to it in the Capital Management Rules

• “Administrative Measures on the Trial Administrative Measures on Preference Shares Preference Shares” (優先股試點管理辦法) issued by the CSRC on 21 March 2014

• “Articles of Association”

• the articles of association of the Bank as amended, supplemented or otherwise modified 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”

• the board of directors of the Bank

• “Board Resolution Date”

• 15 December 2016, being the date on which the Board resolves to approve the proposed issuance of Offshore Preference Shares

• “Capital Management Rules”

• the Rules Governing Capital Management of Commercial Banks (Provisional) (商業銀行資本管理辦法(試行)) issued by the CBRC on 7 June 2012, which became effective on 1 January 2013

• “CBRC”

• China Banking Regulatory Commission

• “Class Meetings”

• the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting, collectively

– 1 –

DEFINITIONS

• “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 Bank

• “Domestic Shareholder(s)”

• holder(s) of Domestic Shares

• “Domestic Shareholders’ Class Meeting”

• the 2017 first class meeting of Domestic Shareholders of the Bank to be held at Conference Hall 3, Harbin Shangri-La Hotel, 555 Youyi Road, Daoli District, Harbin, Heilongjiang, China at 9:30 a.m. or immediately after the conclusion of the EGM (whichever is the later) on Friday, 10 February 2017

• “Domestic Shares”

ordinary shares of a nominal value of RMB1.00 each issued by the Bank in the PRC, which are subscribed for or credited as paid in Renminbi

• “Draft Articles of Association for A Shares”

the draft Articles of Association of the Bank formulated in relation to the A Share Offering, which has been approved by the Shareholders at the 2015 first extraordinary general meeting of the Bank held on 30 June 2015 and amended by the Board in accordance with the requirements from the regulatory authorities, which will be effective from the date of listing of the A Shares

• “Draft Articles of Association for A Shares and Offshore Preference Shares”

the draft Articles of Association of the Bank formulated in relation to both the A Share Offering and the issuance of the Offshore Preference Shares, which will be effective from the date of both completion of issuance of the first tranche of Offshore Preference Shares and the listing of A Shares (whichever is later), a comparative table of which is set out in Appendix IV to this circular

– 2 –

DEFINITIONS

• “Draft Articles of Association for Offshore Preference Shares”

• “Draft Rules of Procedure for A Shares”

• “Draft Rules of Procedure for A Shares and Offshore Preference Shares”

• “Draft Rules of Procedure for Offshore Preference Shares”

• “EGM”

• “Group”

• “H Shareholder(s)”

• the draft Articles of Association of the Bank formulated in relation to the issuance of the Offshore Preference Shares, to be effective from the date of completion of issuance of the first tranche of Offshore Preference Shares, a comparative table of which is set out in Appendix III to this circular

• the draft Rules of Procedure for Shareholders’ general meetings formulated in relation to the A Share Offering, which have been approved by the Shareholders at the 2015 second extraordinary general meeting of the Bank held on 24 August 2015, to be effective on the same date as the Draft Articles of Association for A Shares

• the draft Rules of Procedure for Shareholders’ general meetings formulated in relation to both the A Share Offering and the issuance of the Offshore Preference Shares, to be effective on the same date as the Draft Articles of Association for A Shares and Offshore Preference Shares, a comparative table of which is set out in Appendix IV to this circular

• the draft Rules of Procedure for Shareholders’ general meetings formulated in relation to issuance of the Offshore Preference Shares, to be effective on the same date as the Draft Articles of Association for Offshore Preference Shares, a comparative table of which is set out in Appendix III to this circular

• the 2017 first extraordinary general meeting of the Bank to be held at Conference Hall 3, Harbin Shangri-La Hotel, 555 Youyi Road, Daoli District, Harbin, Heilongjiang, China at 8:30 a.m. on Friday, 10 February 2017

• the Bank and its subsidiaries

• holder(s) of H Shares

– 3 –

DEFINITIONS

• “H Shareholders’ Class Meeting” the 2017 first class meeting of H Shareholders of the Bank to be held at Conference Hall 3, Harbin Shangri-La Hotel, 555 Youyi Road, Daoli District, Harbin, Heilongjiang, China at 10:00 a.m. or immediately after the conclusion of the Domestic Shareholders’ Class Meeting (whichever is the later) on Friday, 10 February 2017

• “H Shares” overseas listed foreign shares of RMB1.00 each in the share capital of the Bank, which are listed on the Hong Kong Stock Exchange (Stock Code: 06138) and traded in Hong Kong dollars

• “HK$” or “HK Dollars” the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Hong Kong Listing Rules”

• the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise revised from time to time

• “Hong Kong Stock Exchange”

• The Stock Exchange of Hong Kong Limited

• “Joint Guidance Opinion”

• the Guidance Opinion on Issuance of Preference Shares by Commercial Banks for Replenishing Tier 1 Capital (關 於商業銀行發行優先股補充一級資本的指導意見) jointly issued by the CBRC and the CSRC on 3 April 2014

• “Latest Practicable Date”

• 21 December 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Offshore Issuance Plan”

• the Plan for Non-public Issuance of Offshore Preference Shares by Harbin Bank Co., Ltd.

• “Offshore Preference Shares”

• the not more than 80 million preference shares of an aggregate value of not more than RMB8 billion or its equivalent, proposed to be issued by the Bank in the offshore market pursuant to the Offshore Issuance Plan as set out in Appendix I to this circular

• “Offshore Preference Shareholder(s)”

• holder(s) of Offshore Preference Shares

– 4 –

DEFINITIONS

“PRC”

• “Proposal on Authorisation Matters in respect of the Offshore Preference Shares”

• “RMB”

• “Rules of Procedure”

• “Securities Law”

• “Share(s)”

• “Shareholder(s)”

• “State Council Guidance Opinion”

the People’s Republic of China, excluding, for the purpose of this circular only, Hong Kong, Macau Special Administrative Region of the People’s Republic of China and Taiwan

• the Proposal on Authorisation to the Board and the Persons Authorised by the Board to Deal with All Matters Relating to the Issuance of Offshore Preference Shares

• the lawful currency of the PRC

the Rules of Procedure for Shareholders’ General Meetings of Harbin Bank Co., Ltd., as amended, supplemented or otherwise modified from time to time

• the Securities Laws of the PRC, amended, supplemented and otherwise modified from time to time

Domestic Share(s) and/or H Share(s) of the Bank

• holder(s) of Shares

• the Guidance Opinion on the Launch of Preference Shares Pilot Scheme (國務院關於開展優先股試點的指導 意見) issued by the State Council of the PRC on 30 November 2013

– 5 –

LETTER FROM THE BOARD

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Harbin Bank Co., Ltd. 哈爾濱銀行股份有限公司[*]

(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 6138)

Members of the Board:

Executive Directors: Mr. Guo Zhiwen Mr. Liu Zhuo Mr. Zhang Qiguang

Registered Address:

No. 160 Shangzhi Street Daoli District Harbin Heilongjiang Province PRC

Non-executive Directors:

Mr. Zhang Taoxuan Mr. Chen Danyang Mr. Cui Luanyi Mr. Ma Pao-Lin Mr. Peng Xiaodong

Principal Place of Business in Hong Kong:

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

Independent Non-executive Directors:

Mr. Zhang Shengping Mr. He Ping Mr. Du Qingchun

Mr. Wan Kam To

Mr. Kong Siu Chee

23 December 2016

To the Shareholders

(1) PROPOSED NON-PUBLIC ISSUANCE OF OFFSHORE PREFERENCE SHARES (2) PROPOSAL ON THE AUTHORISATION TO THE BOARD AND THE PERSONS AUTHORISED BY THE BOARD TO DEAL WITH ALL MATTERS RELATING TO THE ISSUANCE OF OFFSHORE PREFERENCE SHARES

(3) PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

(4) PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

(5) PROPOSED CHANGE OF REGISTERED ADDRESS AND CORRESPONDING AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF 2017 FIRST EXTRAORDINARY GENERAL MEETING NOTICE OF 2017 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING NOTICE OF 2017 FIRST H SHAREHOLDERS’ CLASS MEETING

I. INTRODUCTION

Reference is made to the announcement of the Bank dated 15 December 2016 in relation to the proposed non-public issuance of Offshore Preference Shares and other related matters, which were considered and approved at a meeting of the Board held on 15 December 2016.

– 6 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with detailed information regarding (i) the proposed non-public issuance of Offshore Preference Shares; (ii) the proposal on the authorisation to the Board and the persons authorised by the Board to deal with all matters relating to the issuance of Offshore Preference Shares; (iii) the proposed formulation of the Draft Articles of Association for Offshore Preference Shares and Draft Rules of Procedure for Offshore Preference Shares; (iv) the proposed formulation of the Draft Articles of Association for A Shares and Offshore Preference Shares and Draft Rules of Procedure for A Shares and Offshore Preference Shares; and (v) the proposed change of registered address of the Bank and corresponding amendments to the current Articles of Association and the Draft Articles of Association for A Shares; as well as the notices convening the EGM, the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting, to enable you to make an informed decision on whether to vote for or against the relevant resolutions at the EGM, the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting.

II. PROPOSED NON-PUBLIC ISSUANCE OF OFFSHORE PREFERENCE SHARES

In order to improve the capital structure of the Bank, advance the implementation of the strategic objectives of the Bank as well as continuously enhance the core competitiveness and sustainable development of the Bank, the Bank proposes to conduct a non-public issuance of not more than 80 million Offshore Preference Shares to raise proceeds not exceeding RMB8 billion or its equivalent to replenish the Bank’s Additional Tier 1 Capital.

In accordance with the Company Law, the Securities Law, the State Council Guidance Opinion, the Capital Management Rules, the Joint Guidance Opinion and the Hong Kong Listing Rules, and with reference to the Administrative Measures on Preference Shares, the Bank formulated relevant plan for non-public issuance of Offshore Preference Shares.

The issuance of the Offshore Preference Shares will be conducted by way of a private placement in accordance with the relevant rules on issuance and the Offshore Preference Shares shall be issued in a single or multiple series in accordance with the relevant procedures after being approved by regulatory authorities. To the best of the Bank’s knowledge, information and belief, each of the placees for the Offshore Preference Shares (and its respective ultimate beneficial owners) is not expected to be connected persons (as defined in the Hong Kong Listing Rules) of the Bank. If the Offshore Preference Shares will be issued to any connected persons of the Bank, the Bank will comply with the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules. The listing/trading arrangements for the Offshore Preference Shares will be set out in the issuance documents. There will be no lock-up period for the Offshore Preference Shares. The Bank shall have the right to mandatorily convert all or part of the Offshore Preference Shares into H Shares on the occurrence of an Additional Tier 1 Capital Trigger Event or a Tier 2 Capital Trigger Event as defined in the Offshore Issuance Plan. In the case of a partial conversion, the Offshore Preference Shares then issued and outstanding will be converted in part on a ratable basis into a corresponding number of H Shares.

– 7 –

LETTER FROM THE BOARD

As at 30 June 2016 and 31 December 2015, the capital adequacy ratios of the Bank are set out below:

	As at	As at
	30 June	31 December
	2016	2015
Core tier-1 capital adequacy ratio	10.34%	11.14%
Tier-1 capital adequacy ratio	10.34%	11.14%
Capital adequacy ratio	13.26%	11.64%

The initial mandatory conversion price of the Offshore Preference Shares will be equal to the net asset value per Share as at 30 June 2016 as disclosed in the Bank’s 2016 interim report (being RMB3.11) and denominated in Hong Kong dollars, which shall be converted with reference to the central parity rate of RMB to Hong Kong dollars used by the interbank foreign exchange market as published by the China Foreign Exchange Trade System on the trading day prior to the Board Resolution Date (i.e. 14 December 2016), being RMB0.88989 to HK$1.00 (rounded up to the nearest 2 decimal places). Based on the above formulation, the initial mandatory conversion price of the Offshore Preference Shares will be HK$3.49. On the trading day prior to the Board Resolution Date (i.e. 14 December 2016), the closing price of the H Shares is HK$2.31 and the initial conversion price represents a premium of 51.08% to such price. The average closing price of the H Shares for the five consecutive trading days immediately prior to Board Resolution Date is HK$2.318 and the initial conversion price represents a premium of 50.56% to such price. The closing price of the H Shares on the Latest Practicable Date is HK$2.28 and the initial conversion price represents a premium of 53.07% to such price.

Assuming that an issue size equivalent to RMB8 billion of Offshore Preference Shares were issued and all the Offshore Preference Shares were subject to conversion, on the basis of the above initial mandatory conversion price, the number of H Shares to be issued upon conversion of the Offshore Preference Shares would not exceed 2,572,347,266 H Shares. As at the Latest Practicable Date, there were 3,023,570,000 H Shares in issue. Assuming that the number of issued H Shares remains as stated above on the date the proposed special resolution regarding the Offshore Issuance Plan is passed at the EGM and the Class Meetings, the maximum number of H Shares may be issued represents (i) 85.08% of the total number of H Shares in issue of the Bank, (ii) 45.97% of the enlarged H share capital of the Bank, and (iii) 23.40% of the current total issued share capital of the Bank.

– 8 –

LETTER FROM THE BOARD

For illustrative purposes only, the table below sets forth the impact on the Bank’s share capital structure if all the Offshore Preference Shares under the proposed issuance were converted into H Shares pursuant to the conversion:

			**After issuance **	of the	**After conversion **	of all the
	As at the Latest		Offshore Preference		Offshore Preference
	Practicable Date		Shares1		Shares
		Percentage	Percentage		Percentage
		of share		of share		of share
Share Capital	Shares	capital	Shares	capital	Shares	capital
Domestic Shares	7,972,029,553	72.50%	7,972,029,553	72.50%	7,972,029,553	58.76%
H Shares	3,023,570,000	27.50%	3,023,570,000	27.50%	5,595,917,266	41.24%
Total	10,995,599,553	100%	10,995,599,553	100%	13,567,946,819	100%

1. If there is no trigger event for conversion, the issuance of the Offshore Preference Shares will not affect the ordinary share capital of the Bank.

Based on the public information available to the Bank and on the basis that all the Offshore Preference Shares will be initially placed to persons independent from the Bank and persons that are not connected persons of the Bank, the percentage of share capital held by the public is (i) 27.50% as at the Latest Practicable Date, (ii) 27.50% after the issuance of the Offshore Preference Shares, and (iii) 41.24% after the conversion of all the Offshore Preference Shares into H Shares subject to other changes in the Shares, the Shareholders or the capital of the Bank.

Please refer to Appendix I of this circular for details of the Offshore Issuance Plan.

On 15 December 2016, the Board considered and approved the Offshore Issuance Plan. The Offshore Issuance Plan will be subject to the approval of the Shareholders at the EGM, the approval of the Domestic Shareholders at the Domestic Shareholders’ Class Meeting and the approval of the H Shareholders at the H Shareholders’ Class Meeting, in each case, as a special resolution. The validity period of the Offshore Issuance Plan will be 36 months from the date being approved at the EGM and the Class Meetings.

Upon approval by the Shareholders at the EGM and Class Meetings, the proposed issuance of Offshore Preference Shares is still subject to approval by or filing with competent regulatory authorities (namely, the approval by the CBRC or its local affiliate and the CSRC, and the filing and registration with the National Development and Reform Commission).

Shareholders and potential investors shall be aware that the proposed issuance of Offshore Preference Shares is subject to all necessary approvals being obtained and various factors including market conditions, and therefore the proposed issuance of Offshore Preference Shares may or may not proceed.

– 9 –

LETTER FROM THE BOARD

III. PROPOSAL ON THE AUTHORISATION TO THE BOARD AND THE PERSONS AUTHORISED BY THE BOARD TO DEAL WITH ALL MATTERS RELATING TO THE ISSUANCE OF OFFSHORE PREFERENCE SHARES

In order to deal with matters relating to the non-public issuance of Offshore Preference Shares, on 15 December 2016, the Board considered and approved the Proposal on Authorisation Matters in respect of the Offshore Preference Shares, and resolved to submit this proposal to the EGM, the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting, respectively, in each case, by way of a special resolution, to authorise the Board, and the Board will then delegate the authority to the Chairman, the President and the Secretary to the Board of the Bank, in accordance with the principles for the issuance of Offshore Preference Shares approved at the Shareholders’ general meeting, to individually or jointly exercise the full power to deal with the matters relating to the issuance of Offshore Preference Shares within the validity period of the authorisation for the issuance of Offshore Preference Shares.

The above-mentioned authorisation to be granted to the Board shall remain valid during the 12 months following the passing of the Proposal on Authorisation Matters in respect of the Offshore Preference Shares at the Shareholders’ general meeting, and shall lapse if the proposed issuance of Offshore Preference Shares as described above is not completed before the expiration of the 12-month validity period of such authorisation. However, the Board still has the right to seek approval at the Shareholders’ general meeting of the Bank to extend or renew the validity period of such authorisation.

Please refer to Appendix II to this circular for details of the Proposal on Authorisation Matters in respect of the Offshore Preference Shares.

IV. PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

In connection with the Bank’s proposal on the non-public issuance of Offshore Preference Shares, in accordance with the State Council Guidance Opinion, the Joint Guidance Opinion, the Hong Kong Listing Rules and other relevant laws, administrative regulations and regulatory documents, with reference to the Administrative Measures on Preference Shares, the Bank has formulated the Draft Articles of Association for Offshore Preference Shares and the Draft Rules of Procedure for Offshore Preference Shares.

A detailed comparative table of the Draft Articles of Association for Offshore Preference Shares and the Draft Rules of Procedure for Offshore Preference Shares against the current Articles of Association and Rules of Procedure, respectively, is set out in Appendix III to this circular.

The above-mentioned proposal regarding the Draft Articles of Association for Offshore Preference Shares and the Draft Rules of Procedure for Offshore Preference Shares has been considered and approved by the Board on 15 December 2016, and is hereby submitted as a

– 10 –

LETTER FROM THE BOARD

special resolution to the EGM for consideration and approval. Upon approval by the Shareholders at the EGM, the Draft Articles of Association for Offshore Preference Shares is still subject to the approval by the CBRC or its local affiliate, and shall only come into force from the date of completion of the issuance of the first tranche of the Offshore Preference Shares. The Draft Rules of Procedure for Offshore Preference Shares shall come into force on the same date of the Draft Articles of Association for Offshore Preference Shares.

It is also proposed to authorise the Board, and the Board will then delegate the authority to the Chairman, the President and the Secretary to the Board of the Bank, in accordance with the principles for the issuance of Offshore Preference Shares approved at the Shareholders’ general meeting, to individually or jointly make appropriate adjustments or amendments to the Draft Articles of Association for Offshore Preference Shares and the Draft Rules of Procedure for Offshore Preference Shares, according to the comments of the relevant regulatory authorities and stock exchanges, and to deal with matters relating to the approval and filing of these amendments.

V. PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

In compliance with the regulatory requirements on the A Share Offering, the Bank has formulated the Draft Articles of Association for A Shares and the Draft Rules of Procedure for A Shares which have been approved by the Shareholders of the Bank at the 2015 first extraordinary general meeting held on 30 June 2015 and the 2015 second extraordinary meeting of the Bank held on 24 August 2015 respectively. Please refer to the circulars of the Bank dated 14 May 2015 and 10 July 2015 respectively for details of the Draft Articles of Association for A Shares and the Draft Rules of Procedure for A Shares.

Following such approval by the Shareholders, the Bank has made further amendments to the Draft Articles of Association for A Shares in accordance with the requirements from the regulatory authorities and pursuant to the authorisation granted by the Shareholders at the 2015 first extraordinary general meeting in connection with the A Share Offering. Such further amendments were made for the purpose of further enhancing the corporate governance and supervision mechanism in accordance with relevant regulatory requirements for commercial banks.

The Bank has submitted its application for A Share Offering to the CSRC on 31 August 2015 which is currently still being reviewed by the CSRC. As of the Latest Practicable Date, the Bank has not yet received any comments or feedback from the CSRC and is not able to foresee the exact timing for the A Share Offering. The Draft Articles of Association for A Shares and the Draft Rules of Procedure for A Shares shall only come into force from the date of listing and commencing of trading of the A Shares to be issued under the A Share Offering on the Shanghai Stock Exchange.

In connection with the Bank’s proposal on the non-public issuance of Offshore Preference Shares, in accordance with the State Council Guidance Opinion, the Joint Guidance Opinion,

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LETTER FROM THE BOARD

the Hong Kong Listing Rules and other relevant laws, administrative regulations and regulatory documents, with reference to the Administrative Measures on Preference Shares, the Bank has formulated the Draft Articles of Association for A Shares and Offshore Preference Shares and the Draft Rules of Procedure for A Shares and Offshore Preference Shares.

A detailed comparative table of the Draft Articles of Association for A Shares and Offshore Preference Shares and the Draft Rules of Procedure for A Shares and Offshore Preference Shares against the Draft Articles of Association for A Shares and the Draft Rules of Procedure for A Shares, respectively, is set out in Appendix IV to this circular.

The above-mentioned proposal regarding the Draft Articles of Association for A Shares and Offshore Preference Shares and the Draft Rules of Procedure for A Shares and Offshore Preference Shares has been approved by the Board on 15 December 2016, and is hereby submitted as a special resolution to the EGM for consideration and approval. Upon approval by the Shareholders at the EGM, the Draft Articles of Association for A Shares and Offshore Preference Shares is still subject to the approval by the CBRC or its local affiliate, and shall only come into force from the date of both completion of the issuance of the first tranche of the Offshore Preference Shares and the listing and commencing of trading of the A Shares to be issued under the A Share Offering on the Shanghai Stock Exchange (whichever is later). The Draft Rules of Procedure for A Shares and Offshore Preference Shares shall come into force on the same date as the Draft Articles of Association for A Shares and Offshore Preference Shares.

For the avoidance of doubt, the Draft Articles of Association for A Shares and Offshore Preference Shares and the Draft Rules of Procedure for A Shares and Offshore Preference Shares shall not affect the validity and condition of effectiveness of the Draft Articles of Association for A Shares and the Draft Rules of Procedure for A Shares.

It is also proposed to authorise the Board, and the Board will then delegate the authority to the Chairman, the President and the Secretary to the Board of the Bank, in accordance with the principles for the issuance of Offshore Preference Shares approved at the Shareholders’ general meeting, to individually or jointly make appropriate adjustments or amendments to the Draft Articles of Association for A Shares and Offshore Preference Shares and the Draft Rules of Procedure for A Shares and Offshore Preference Shares according to the comments of the relevant regulatory authorities and stock exchanges, and to deal with matters relating to the approval and filing of these amendments.

VI. PROPOSED CHANGE OF REGISTERED ADDRESS AND CORRESPONDING AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In accordance with the requirements of the Company Law, the Articles of Association and other relevant laws and regulations, and considering the needs of the future development of the Bank, on 15 December 2016, the Board resolved to change its registered address from “No.160, Shangzhi Street, Daoli District, Harbin City; postal code: 150010” to “No.888, Shangjiang Street, Daoli District, Harbin City; postal code: 150070”, and make corresponding amendments to the current Articles of Association and the Draft Articles of Association for A Shares respectively.

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LETTER FROM THE BOARD

Details of the proposed amendments are set out below:

• (i) Proposed amendments to the current Articles of Association

Articles Existing article Suggested revision

Article 6 The domicile of the Company: The domicile of the Company: No.160, Shangzhi Street, Daoli No.888, Shangjiang ~~No.160, Shangzhi~~ District, Harbin City; postal Street, Daoli District, Harbin City; code: 150010; Tel: (86) 0451postal code: ~~150010~~ 150070 ; Tel: (86) 86779933; Fax number: (86) 0451-86779933; Fax number: (86) 0451-86779829. 0451-86779829.

• (ii) Proposed amendments to the Draft Articles of Association for A Shares

Articles Existing article Suggested revision Article 6 The domicile of the Company: The domicile of the Company: No.160, Shangzhi Street, Daoli No.888, Shangjian ~~gNo.160, Shangzhi~~ District, Harbin City; postal Street, Daoli District, Harbin City; code: 150010; Tel: (86) 0451postal code: ~~150010~~ 150070 ; Tel: (86) 86779933; Fax number: (86) 0451-86779933; Fax number: (86) 0451-86779829. 0451-86779829.

The above-mentioned proposal regarding the change of registered address and corresponding amendments to the current Articles of Association and the Draft Articles of Association for A Shares is hereby submitted as a special resolution to the EGM for consideration and approval. Upon approval by the Shareholders at the EGM, the proposed change of registered address and amendments to the Articles of Associations are still subject to the approval by the CBRC or its local affiliate, and shall only come into force upon the approval by the CBRC or its local affiliate. It is also proposed to authorise the Board to deal with matters relating to the registration or filing in connection with the change of registered address.

VII. THE EGM, THE 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 Conference Hall 3, Harbin Shangri-La Hotel, 555 Youyi Road, Daoli District, Harbin, Heilongjiang, China on Friday, 10 February 2017, at 8:30 a.m., 9:30 a.m. or immediately after the conclusion of the EGM (whichever is the later), and 10:00 a.m. or immediately after the conclusion of the Domestic Shareholders’ Class Meeting (whichever is the later), respectively. The proxy forms and the reply slips to be used at the EGM, the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting are also enclosed herewith.

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LETTER FROM THE BOARD

If you intend to appoint a proxy to attend the EGM, the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting (if applicable), 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 by hand, by post or by fax not less than 24 hours before the time stipulated for convening the EGM or the H Shareholders’ Class Meeting. For Domestic Shareholders, the proxy forms should be returned to the Bank’s Board of Directors’ Office (No. 888 Shangjiang Street, Daoli District, Harbin 150070, Heilongjiang Province, China, Tel: 86-451-86779933), in any event served by hand, by post or by fax not less than 24 hours before the time stipulated for convening the EGM or the Domestic Shareholders’ Class Meeting. 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 and the H Shareholders’ Class Meeting (if applicable) if you so wish.

If you intend to attend the EGM, the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting (if applicable) 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 Board Office of the Bank (for Domestic Shareholders) on or before Friday, 20 January 2017.

VIII.VOTING BY POLL

According to the Hong Kong Listing Rules, any vote of shareholders at a general meeting, a domestic shareholders’ class meeting and an H shareholders’ class meeting must be taken by poll. Results of the poll voting will be published on the Bank’s website at www.hrbb.com.cn and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the EGM, the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting.

IX. RECOMMENDATION

The Directors consider that the respective resolutions to be proposed at the EGM, the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting are in the best interests of the Bank and its Shareholders as a whole. Accordingly, the Board recommends that the Shareholders vote in favour of all the aforesaid proposed resolutions.

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

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OFFSHORE ISSUANCE PLAN

APPENDIX I

The Offshore Issuance Plan is written in Chinese, with no official English translation. The English translation is provided solely for reference only. In case of any discrepancy between the two versions, the Chinese version shall prevail. The full version of the Offshore Issuance Plan is as follows:

PLAN FOR NON-PUBLIC ISSUANCE OF OFFSHORE PREFERENCE SHARES BY HARBIN BANK CO., LTD

1 Type of preference shares to be issued

The type of Offshore Preference Shares to be issued will be preference shares that comply with the requirements of the laws, regulations and regulatory documents of the PRC and overseas.

2 Number of preference shares to be issued and issue size

The aggregate number of Offshore Preference Shares to be issued will not exceed 80 million, with an aggregate amount not exceeding RMB8 billion or its equivalent. The actual issue size is to be determined by the Board within the abovementioned limit, in accordance with the authorisation given by the shareholders’ general meeting.

3 Par value and issue price

The par value of the Offshore Preference Shares will be RMB100 per Offshore Preference Share. The Offshore Preference Shares will be issued at or above the par value. The actual currency and issue price will be determined by the Board prior to issuance with reference to market conditions and in accordance with relevant laws, regulations and market practice and the authorisation given by the shareholders’ general meeting.

4 Maturity

The Offshore Preference Shares will not have any maturity date.

5 Method of issuance and target investors

The issuance of Offshore Preference Shares will be conducted by way of a private placement in accordance with the relevant rules on issuance and the Offshore Preference Shares shall, after being approved by regulatory authorities, be issued in a single or multiple series in accordance with the relevant procedures. If the Offshore Preference Shares are to be issued in multiple series, no separate approval shall be required to be obtained from existing preference shareholders for each such issuance.

Each series of Offshore Preference Shares will be offered to no more than 200 qualified offshore investors who comply with the requirements under relevant regulatory rules and other laws and regulations. All target investors shall subscribe the Offshore Preference Shares in cash.

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OFFSHORE ISSUANCE PLAN

APPENDIX I

6 Lock-up period

There will be no lock-up period for the Offshore Preference Shares.

7 Dividend Distribution Terms

(1) Principles for determining the dividend rate

The proposed dividend rate for the Offshore Preference Shares (such dividend rate will be calculated by reference to the issue price of the Offshore Preference Shares, similarly construed hereinafter) may be adjusted at different intervals. The dividend rate at the time of issuance shall be determined by the Board by way of market pricing, in accordance with the authorisation given by the shareholders’ general meeting together with other factors including relevant laws and regulations, market conditions at the time of issuance, investors’ need and the actual circumstances of the Bank. In any adjusted dividend rate period, dividends on the Offshore Preference Shares will be paid at the same prescribed dividend rate and will reset at specified intervals thereafter.

The dividend rate consists of the benchmark rate and the fixed spread. The fixed spread will be determined by deducting the benchmark rate at the time of issuance from the dividend rate at the time of issuance and will remain unchanged once determined. On the reset date, the new dividend rate for the next adjusted dividend rate period will be determined, and will equal to the sum of the benchmark rate as at the reset date and the fixed spread as determined at the time of issuance.

The dividend rate of the Offshore Preference Shares will not be higher than the mean of the weighted average return on equity of the Bank for the last two financial years before issuance[1] .

(2) Conditions to distribution of dividends

If the Bank has distributable after-tax profit[2] after making up for previous years’ losses and contributing to the statutory reserve and general reserve, the Bank may pay dividends to the Offshore Preference Shareholders in accordance with the Articles of Association of the Bank, provided that the capital adequacy ratio of the Bank meets regulatory requirements. The Offshore Preference Shareholders shall rank in priority to the ordinary shareholders in terms of dividend distribution. Distribution of dividends will not be affected by the rating of the Bank and will not be adjusted as a result of any change to such rating.

1 As determined in accordance with the Rules for Preparation of Information Disclosure by Companies Offering Securities to the Public No. 9 – Calculation and Disclosure of Return on Equity and Earnings Per Share (as amended in 2010), and calculated based on the return attributable to the ordinary shareholders of the Bank.

2 Distributable after-tax profit is the undistributed profit as shown in the financial statements of the parent company prepared in accordance with Chinese Accounting Standards or International Financial Reporting Standards, whichever amount is lower.

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OFFSHORE ISSUANCE PLAN

APPENDIX I

In order to meet the regulatory requirements for the eligibility criteria for Additional Tier 1 capital instruments, the Bank shall have the right to cancel dividend payments on the Offshore Preference Shares in whole or in part at its discretion and this will not constitute an event of default. The Bank, at its discretion, may use any dividend so cancelled to repay other debts that are due. The cancellation of any dividend payment to the Offshore Preference Shareholders will only constitute a restriction on the payment of dividend to the ordinary shareholders and will not constitute any other restrictions on the Bank. Any declaration and payment of all of the dividends on the Offshore Preference Shares by the Bank will be determined by the Board in accordance with the authorisation given by the shareholders’ general meeting. Any cancellation of all or part of the dividends on the Offshore Preference Shares shall be subject to the consideration and approval by the shareholders’ general meeting. Any cancellation by the Bank of any dividends on the Offshore Preference Shares shall be notified to investors at least ten working days prior to the dividend payment date.

If the Bank cancels all or part of the distribution of dividends on the Offshore Preference Shares, the Bank shall not distribute any profits to the ordinary shareholders from the next day following the resolution being approved at the shareholders’ general meeting until the resumption of payment of dividends in full[3] .

(3) Method of dividend payment

Dividends on the Offshore Preference Shares shall be payable in cash. The dividend bearing principal amount of the Offshore Preference Shares shall be the aggregate value of the relevant series of Offshore Preference Shares then issued and outstanding (namely, the product of the issue price of the Offshore Preference Shares and the number of shares under the relevant series of Offshore Preference Shares then issued and outstanding, similarly construed hereinafter). Dividends on the Offshore Preference Shares shall be paid annually, and will accrue from the due date for payment for the issuance of the relevant series of Offshore Preference Shares.

(4) Dividend accumulation

The dividends on the Offshore Preference Shares will be non-cumulative, namely, in the event of any cancellation by the Bank of all or part of the dividends on the Offshore Preference Shares, any amount of dividends not paid to the Offshore Preference Shareholders in full in the current period will not be accumulated to the following dividend periods.

(5) Distribution of residual profits

After receiving the dividends at the prescribed dividend rate, the Offshore Preference Shareholders shall not be entitled to any distribution of residual profits of the Bank together with the ordinary shareholders.

3 Resumption of payment of dividends in full means that the Bank decides to resume payment of dividends in full to the Offshore Preference Shareholders. However, as the Offshore Preference Shares have adopted a non-cumulative dividend approach, the Bank will not pay any dividends which have been cancelled in previous years.

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OFFSHORE ISSUANCE PLAN

APPENDIX I

8 Terms of mandatory conversion

(1) Mandatory conversion trigger events

• (i) Upon the occurrence of an Additional Tier 1 Capital Trigger Event (namely, the Core Tier 1 capital adequacy ratio of the Bank falling to 5.125% or below), the Bank shall have the right to convert, without the approval of the Offshore Preference Shareholders, all or part of the Offshore Preference Shares then issued and outstanding into H Shares based on the aggregate value of such Offshore Preference Shares in order to restore the Core Tier 1 capital adequacy ratio of the Bank to above 5.125%. In case of partial conversion, the Offshore Preference Shares shall be converted ratably and on the same conditions. Upon conversion of the Offshore Preference Shares into H Shares, such H Shares will not be converted back to preference shares under any circumstances.

• (ii) Upon the occurrence of a Tier 2 Capital Trigger Event, the Bank shall have the right to convert, without the approval of the Offshore Preference Shareholders, all of the Offshore Preference Shares then issued and outstanding into H Shares based on the aggregate value of such Offshore Preference Shares. Upon conversion of the Offshore Preference Shares into H Shares, such H Shares will not be converted back to preference shares under any circumstances. A Tier 2 Capital Trigger Event means the earlier of the following events: (a) the China Banking Regulatory Commission having concluded that without a conversion or write-off of the Bank’s capital, the Bank would become non-viable, and (b) the relevant authorities having concluded that without a public sector injection of capital or equivalent support, the Bank would become non-viable.

Upon the occurrence of the above mandatory conversion trigger events, the Bank shall report to the China banking regulatory authorities for review and determination and shall fulfil its relevant information disclosure obligations such as making provisional reports or announcements in accordance with relevant regulatory requirements.

(2) Mandatory conversion period

The mandatory conversion period of the Offshore Preference Shares commences on the first trading day immediately following the completion date of issuance of the Offshore Preference Shares and ends on the date of redemption or conversion of all the Offshore Preference Shares.

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OFFSHORE ISSUANCE PLAN

APPENDIX I

• (3) Mandatory conversion price and method of adjustments of the mandatory conversion price

The initial mandatory conversion price of the Offshore Preference Shares will be equal to the net asset value per share disclosed in the Bank’s 2016 interim report as at 30 June 2016 and denominated in Hong Kong dollars, which shall be converted with reference to the central parity rate of Renminbi to Hong Kong dollars used by the interbank foreign exchange market as published by the China Foreign Exchange Trade System on the trading day prior to the announcement date of the Board resolution on the Offshore Preference Share issuance plan (rounded up to the nearest 2 decimal places).

In the event that the Bank, among other things, distributes bonus shares with respect to the H Shares, makes capitalisation issues with respect to the H Shares, issues shares below the market price of the H Shares (excluding any increase in the share capital as a result of conversion of certain financial instruments issued by the Bank that are convertible into ordinary shares) or makes any rights issues with respect to the Bank’s H Shares, after the date the Board approves the Offshore Preference Share issuance plan, the Bank will adjust the mandatory conversion price to reflect the above events on a cumulative basis and in the order of the occurrence of such events. The distribution of cash dividends to the ordinary shareholders will not result in any adjustment to the mandatory conversion price. The mandatory conversion price will be adjusted based on the following:

Bonus share issuance or capitalisation issue: P1 = P0 × N/(N + n);

Issuance of new H Shares below the market price of the H Shares or by way of a rights issue: P1 = P0 × (N + k)/(N + n); k=n × A/M

Where, “P0” denotes the effective mandatory conversion price before adjustment; “P1” denotes the effective mandatory conversion price after adjustment; “N” denotes the aggregate number of H Shares before such bonus share issuance, capitalisation issue, issuance of new H Shares below the market price of the H Shares or rights issue; “n” denotes the number of new H Shares issued as a result of such bonus share issuance, capitalisation issue, issuance of new H Shares below the market price of the H Shares or rights issue; “A” denotes the price for such issuance of new H Shares below the market price of the H Shares or rights issue; and “M” denotes the closing price of H Shares on the trading day preceding the date of announcement of such issuance of new H Shares below the market price of the H Shares or rights issue (namely, announcement containing the effective and irrevocable terms of such issuance or rights issue).

In the event that the rights and interests of the Offshore Preference Shareholders may be affected by any redemption of the ordinary shares by, or merger or division of, the Bank or any other circumstance which causes changes in the Bank’s share class, number of shares and/or shareholders’ equity, the Bank shall have the right to adjust the mandatory conversion price based on the actual circumstances and in accordance with the

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OFFSHORE ISSUANCE PLAN

APPENDIX I

principles of fairness, justice and equity as well as to fully protect the rights and interests of the Offshore Preference Shareholders and the ordinary shareholders. The adjustment mechanism for the mandatory conversion price in those circumstances will be determined in accordance with the relevant regulations.

(4) Principles for determining the ratio and number for mandatory conversion

Upon the occurrence of a trigger event, the Board will, in accordance with the approval of the China banking regulatory authorities and the authorisation given by the shareholders’ general meeting, confirm the aggregate amount of the Offshore Preference Shares for mandatory conversion and implement mandatory conversion of the Offshore Preference Shares then issued and outstanding in whole or in part, and the formula for determining the number of shares to be converted shall be: Q = V/P x conversion exchange rate.

Any fractional share will be dealt with by the Bank in accordance with relevant regulatory requirements. Where it is not specified in the regulatory requirements, any fractional share will be rounded down to the nearest integral number. Where: “Q” denotes the number of H Shares that shall be converted from the Offshore Preference Shares held by each Offshore Preference Shareholder; “V” denotes the number of the preference shares held by each Offshore Preference Shareholder that is subject to mandatory conversion multiplied by its issue price; “P” denotes the effective mandatory conversion price for the Offshore Preference Shares; and the “conversion exchange rate” refers to the cross rate between Hong Kong dollars and the currency in which the relevant series of Offshore Preference Shares are denominated based on the RMB central parity rate published by the China Foreign Exchange Trading System on the trading day preceding the date of the announcement of passing of the Board resolution in respect of the Offshore Preference Share issuance plan.

Upon the occurrence of a trigger event, the Offshore Preference Shares then issued and outstanding will be converted into corresponding number of H Shares based on the above formula in whole or in part on a ratable basis.

(5) Entitlement to dividends on ordinary shares in the year of mandatory conversion

The H Shares to be issued as a result of the mandatory conversion of the Offshore Preference Shares will rank pari passu with the existing issued H Shares, and all ordinary shareholders whose names appear on the register of members of the Bank on the record date for dividend entitlement (including the holders of H Shares as a result of the mandatory conversion of the Offshore Preference Shares) shall be entitled to receive the dividend for the current dividend period and enjoy the same rights.

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OFFSHORE ISSUANCE PLAN

APPENDIX I

9 Terms of conditional redemption

(1) Redemption right

The Bank shall have the right to redeem the Offshore Preference Shares subject to obtaining the approval of the China banking regulatory authorities. The Offshore Preference Shareholders do not have the right to require the Bank to redeem the Offshore Preference Shares and should not expect that the Offshore Preference Shares will be redeemed. The Offshore Preference Shares will not contain any term allowing investors to put back the Offshore Preference Shares to the Bank and the Offshore Preference Shareholders shall not have any right to require the Bank to repurchase the Offshore Preference Shares held by them.

(2) Redemption conditions and period

From the fifth year following the date of issuance of the Offshore Preference Shares, and subject to obtaining the approval of the China banking regulatory authorities and the compliance with the relevant requirements, the Bank shall have the right to redeem all or part of the Offshore Preference Shares. The specific commencement date of redemption period shall be finally determined by the Board (as authorised by the shareholders’ general meeting) in accordance with market conditions. The redemption period ends on the conversion or redemption of all the Offshore Preference Shares.

The exercise by the Bank of its right to redeem the Offshore Preference Shares shall be subject to the fulfilment of the following conditions:

• (i) the Bank shall use capital instruments of the same or superior quality to replace the Offshore Preference Shares to be redeemed and such replacement shall only be made at a time at which the Bank has a sustainable income generating capability; or

• (ii) the capital position of the Bank immediately after redemption of the Offshore Preference Shares will remain significantly higher than the regulatory capital requirements prescribed by the China Banking Regulatory Commission.

(3) Redemption price and basis for determining the redemption price

The redemption price of the Offshore Preference Shares will be an amount equal to the issue price plus the amount of dividend declared but unpaid for the current period.

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OFFSHORE ISSUANCE PLAN

APPENDIX I

10 Restrictions on voting rights and terms of restoration of voting rights

(1) Restrictions on voting rights

Under normal circumstances, the Offshore Preference Shareholders are not entitled to convene or attend any shareholders’ general meetings of the Bank nor do the Offshore Preference Shares carry voting rights in any shareholders’ general meeting. If any of the following matters occurs, the Offshore Preference Shareholders will be entitled to attend shareholders’ general meetings and vote as a separate class. Under such circumstance, each Offshore Preference Share will be entitled to one vote, but the Offshore Preference Shares held by the Bank do not entitle the Bank to vote:

• (i) amendments to the Articles of Association of the Bank that relate to preference shares;

• (ii) reduction of the registered capital of the Bank by more than 10% on a single or aggregate basis;

• (iii) merger, division, dissolution or change of corporate form of the Bank;

• (iv) issuance of preference shares by the Bank; and

• (v) other events specified in the laws, administrative rules and departmental regulations and the Articles of Association.

Resolutions relating to the above matters shall be approved by more than two thirds of the votes held by the ordinary shareholders present at the meeting (including preference shareholders with restored voting rights) and by more than two thirds of the votes held by the preference shareholders present at the meeting (excluding preference shareholders with restored voting rights).

(2) Terms of restoration of voting rights

Following the issuance of the Offshore Preference Shares by the Bank and so long as such Offshore Preference Shares remain outstanding, if the Bank fails to pay the prescribed dividend to the Offshore Preference Shareholders for three financial years in aggregate or two consecutive financial years, the Offshore Preference Shareholders will have the right to attend and vote at the shareholders’ general meetings as if they are ordinary shareholders from the day immediately after the shareholders’ general meeting resolves that the Bank will not pay the prescribed dividend for the current dividend period, and each Offshore Preference Share will be entitled to the voting rights as provided in the Articles of Association of the Bank. The formula for calculating the voting rights of the Offshore Preference Shares with restored voting rights is as follows: Q = V/P × conversion exchange rate, with any fractional restored voting right rounded down to the nearest whole number.

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OFFSHORE ISSUANCE PLAN

APPENDIX I

Where: “ Q ” denotes the H Share voting rights restored from the Offshore Preference Shares held by each Offshore Preference Shareholder; “ V ” denotes the aggregate value of the Offshore Preference Shares with restored voting rights held by each Offshore Preference Shareholder; “ P ” denotes the conversion price, where the initial conversion price is equal to the initial mandatory conversion price; and the “conversion exchange rate” refers to the cross rate between Hong Kong dollars and the currency in which the relevant series of the Offshore Preference Shares are denominated based on the RMB central parity rate published by the China Foreign Exchange Trading System on the trading date preceding the date of the announcement of the passing of the Board resolution in respect of the Offshore Preference Share issuance plan.

After the date of the announcement of the passing of the Board resolution with respect to the Offshore Preference Share issuance plan, in the event of any distribution of bonus shares with respect to the H Shares, capitalisation issue with respect to the H Shares, issuance of new shares below the market price of the H Shares (excluding any increase of share capital due to conversion of financial instruments convertible to ordinary shares issued by the Bank), or rights issue with respect to the Bank’s H Shares, the Bank will make an adjustment to the conversion price, “P”, to reflect each of such events on a cumulative basis in the order of the occurrence of the events above. The detailed adjustment method shall be consistent with the adjustment method applicable to the mandatory conversion price as specified in “8. Terms of mandatory conversion”.

(3) Cancellation of restoration of voting rights

After such restoration of the voting rights of the Offshore Preference Shares, such restored voting rights shall be cancelled from the date of full payment of the dividend on the Offshore Preference Shares for the current dividend period. After the cancellation of the restored voting rights, if the Bank fails to make any scheduled dividend payment, then “(2) Terms of restoration of voting rights” above shall apply again.

11 Order of distribution on liquidation and procedures for liquidation

According to the Articles of Association of the Bank, after paying the liquidation cost, staff salary, labour insurance, statutory compensation and the outstanding taxes respectively, and after repayment of its debts, the remaining assets of the Bank shall be distributed to the shareholders of the Bank according to the type and proportion of their respective shareholdings.

The Offshore Preference Shareholders shall rank pari passu with the holders of other preference shares that may be issued by the Bank in the future, and shall take precedence over ordinary shareholders, in distribution of the residual property of the Bank. The Offshore Preference Shareholders will be entitled to an amount on liquidation equal to the aggregate value of the Offshore Preference Shares then issued and outstanding plus any declared but unpaid dividends for the current period. If there are insufficient residual assets, the distribution will be made ratably according to the aggregate value of the Offshore Preference Shares held by each Offshore Preference Shareholder as a proportion of the aggregate value of all preference shares.

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OFFSHORE ISSUANCE PLAN

APPENDIX I

The remaining assets of the Bank after settlement in accordance with the provisions aforesaid shall be distributed to the ordinary shareholders of the Bank in proportion to the shareholding of ordinary shares held by them.

12 Security

The Offshore Preference Shares will not have any security arrangements.

13 Ratings arrangement

The specific rating arrangement for the Offshore Preference Shares (if necessary) shall be determined according to relevant laws and regulations and issuance market conditions.

14 Use of proceeds

The proceeds from the issuance of the Offshore Preference Shares, after deduction of the expenses relating to the issuance, will be used to replenish the Bank’s Additional Tier 1 Capital.

15 Listing/trading arrangements

The listing/trading arrangements for the Offshore Preference Shares will be set out in the issuance documents.

16 Validity period of the resolution for the issuance of Offshore Preference Shares

The Offshore Preference Share issuance plan will be valid for 36 months from the date on which the resolution is approved at the shareholders’ general meeting.

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PROPOSAL ON AUTHORISATION MATTERS IN RESPECT OF THE OFFSHORE PREFERENCE SHARES

APPENDIX II

The Proposal on Authorisation Matters in respect of Offshore Preference Shares is written in Chinese, with no official English translation. The English translation is provided solely for reference. In case of any discrepancy between the two versions, the Chinese version shall prevail. The full version of the Proposal on Authorisation Matters in respect of Offshore Preference Shares is as follows:

PROPOSAL ON AUTHORISATION TO THE BOARD AND ITS AUTHORISED PERSONS TO HANDLE ALL MATTERS RELATING TO THE ISSUANCE OF OFFSHORE PREFERENCE SHARES

1 Matters authorised in connection with the issuance of Offshore Preference Shares

To ensure the successful implementation of the issuance of Offshore Preference Shares, it is proposed that the Shareholders’ general meeting authorise the Board, and the Board will then delegate the authority to the Chairman, the President and the Secretary to the Board of the Bank, in accordance with the principles for the issuance of Offshore Preference Shares approved at the Shareholders’ general meeting, to individually or jointly exercise the full power to deal with the matters relating to the issuance of Offshore Preference Shares within the validity period of the authorisation for the issuance of Offshore Preference Shares, including but not limited to those set out below:

• (1) to formulate and implement the final Offshore Preference Share issuance plan, including but not limited to:

• (i) to determine the number of series and the respective issue number and issue size of each series of the Offshore Preference Shares within the approved total issue number and issue size;

• (ii) to determine the method for determining the dividend rate and the specific dividend rate and adjusted dividend rate period of the Offshore Preference Shares;

• (iii) to determine whether the Offshore Preference Shares will be issued at or above par value, the issue price of the Offshore Preference Shares, the subscription currency, and the specific commencement date of the redemption period, redemption conditions and the issuance method of the Offshore Preference Shares, according to market conditions prior to the issuance of Offshore Preference Shares;

• (iv) to determine the timing of issuance, the arrangements relating to issuance in multiple series, the target investors and the number of Offshore Preference Shares to be allocated to each target investor according to the approvals from regulatory authorities and market conditions prior to the issuance of Offshore Preference Shares; and

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PROPOSAL ON AUTHORISATION MATTERS IN RESPECT OF THE OFFSHORE PREFERENCE SHARES

APPENDIX II

• (v) to determine other matters in relation to the issuance plan of Offshore Preference Shares (including but not limited to rating arrangements, special account for the proceeds, the tax arrangements in relation to any dividend payment, the arrangements with respect to subscription procedures and the listing of the Offshore Preference Shares) and to make necessary adjustments to the issuance plan of Offshore Preference Shares according to the latest regulatory requirements or opinions of regulatory authorities (including suspension and termination, similarly construed hereafter), except those matters that require a separate vote at a Shareholders’ general meeting in accordance with the relevant laws and regulations and the Articles of the Bank.

• (2) if there are any new regulations by the State or policies by relevant regulatory authorities on preference shares or any changes to market conditions occurring prior to the issuance of Offshore Preference Shares, to exercise full power to amend the issuance plan of Offshore Preference Shares accordingly to reflect such changes, except for those amendments that require a separate vote at the Shareholders’ general meeting according to relevant laws, regulations and the Articles of the Bank;

• (3) to produce, amend, execute, implement and file the application materials relating to the issuance, trading and transfer of the Offshore Preference Shares, the documents relating to the issuance and transfer of the Offshore Preference Shares and other documents (such as offering circular, issuance circular and/or prospectus, as applicable) of the Offshore Preference Shares, to deal with related matters, such as approval, registration, filing, authorisation and consent by relevant regulatory authorities and to conduct all acts relating to the issuance or transfer of the Offshore Preference Shares that are deemed necessary, proper or appropriate by such authorised person(s), in each case, according to the requirements of relevant domestic and offshore governmental bodies and regulatory authorities (including The Stock Exchange of Hong Kong Limited);

• (4) to draft, amend, execute, implement, submit and publish all contracts, agreements and documents (including but not limited to sponsor and underwriting agreements, agreements relating to the issuance proceeds, subscription agreements entered into with investors, announcements, circulars and other disclosure documents) in relation to the issuance of the Offshore Preference Shares;

• (5) to make appropriate amendments, adjustments and supplements to the issuance plan and terms of the Offshore Preference Shares in accordance with the opinions of the relevant regulatory authorities and the actual circumstances of the Bank to the extent permitted by laws and regulations;

• (6) to amend those provisions in the Articles of the Bank relating to the issuance of Offshore Preference Shares, to deal with regulatory approvals, to handle the formalities in relation to the approval and filing of the amendments to the Articles

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PROPOSAL ON AUTHORISATION MATTERS IN RESPECT OF THE OFFSHORE PREFERENCE SHARES

APPENDIX II

of the Bank, and to register with the administration for industry and commerce and other competent governmental bodies for the change of registration as well as other matters, in each case, according to the opinions of the relevant regulatory authorities, the result of the issuance of Offshore Preference Shares and the actual situation of the Bank; and

• (7) to deal with other matters relating to the issuance of Offshore Preference Shares.

The authorisation for the issuance of Offshore Preference Shares shall remain valid during the 12 months following the passing of the resolution at the Shareholders’ general meeting. If the issuance of Offshore Preference Shares is not completed before the expiration of the validity period of such authorisation, then such authorisation will lapse, but the Board has the right to seek approval at a Shareholders’ general meeting to extend or renew the validity period of such authorisation.

2 Matters authorised in connection with the Offshore Preference Shares that remain outstanding

So long as the Offshore Preference Shares remain outstanding, it is proposed that the Shareholders’ general meeting authorise the Board (including the authority for the Board to sub-delegate), to exercise full power to deal with the following matters in accordance with laws and regulations, the Articles of the Bank, relevant regulatory rules and the framework and principles for the issuance of Offshore Preference Shares as considered and resolved at the Shareholders’ general meeting:

• (1) to deal with all matters relating to conversion of the Offshore Preference Shares during the conversion period upon occurrence of any trigger event for mandatory conversion of the Offshore Preference Shares, including but not limited to, determining the timing of conversion, conversion ratio and implementing the procedures for conversion, amending the relevant provisions in the Articles of the Bank, dealing with regulatory approvals, registering with the administration for industry and commerce and other competent governmental bodies for the change of registration as well as other matters.

• (2) to decide on matters relating to redemption of the Offshore Preference Shares during the redemption period with reference to market conditions and other factors, and to deal with all matters relating to redemption as approved by China banking regulatory authority and other regulatory authorities; and

• (3) to determine and deal with matters in relation to dividend payment to Offshore Preference Shareholders in accordance with the requirements of the issuance terms. However, cancellation in whole or in part of the Offshore Preference Share dividends shall still require the approval of the Shareholders’ general meeting.

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APPENDIX III PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

COMPARATIVE TABLE OF THE DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the current	Provisions of the Draft Articles
			Articles of Association	of Association of Offshore
				Preference Shares
	1	Article 6	The domicile of the Company:	The domicile of the Company:
			No.160, Shangzhi Street, Daoli	No.888, ShangjiangNo.160,
			District, Harbin City; postal code:	~~Shangzhi ~~Street, Daoli District,
			150010; Tel: (86) 0451-86779933;	Harbin City; postal code:
			Fax number: (86) 0451-86779829.	~~1500101~~50070; Tel: (86) 0451-
				86779933; Fax number: (86) 0451-
				86779829.
	2	Article 9	The total asset of the Company	~~The total asset of the Company~~
			shall be divided into shares of	~~shall be divided into shares of~~
			equal value. The respective	~~equal~~ ~~value.~~ The respective
			liability of the shareholders of the	liability of the shareholders of the
			Company shall be limited to the	Company shall be limited to the
			shares held by them. The Company	shares held by them. The Company
			shall be held liable for its debts	shall be held liable for its debts
			with all its assets.	with all its assets.
	3	Article 10	Upon approval by the	Upon approval by the
			shareholders’ general meeting of	shareholders’ general meeting of
			the Company and by the banking	the Company and by the banking
			regulatory authority of the State	regulatory authority of the State
			Council, the Articles of	Council, the Articles of
			Association of the Company shall	Association of the Company shall
			come into force. From the date that	come into force from the date of
			the Articles of Association takes	completion of the issuance of the
			effect, the original Articles of	first tranche of the offshore
			Association of the Company shall	preference shares. From the date
			automatically lose effectiveness.	that the Articles of Association
			From the effective date, the	takes effect, the original Articles of
			Articles of Association shall	Association of the Company shall
			become a legally binding document	automatically lose effectiveness.
			that regulates the organization and	From the effective date, the
			behaviours of the Company, the	Articles of Association shall
			rights and obligations relationship	become a legally binding document
			between the Company and its	that regulates the organization and
			shareholders and among the	behaviours of the Company, the
			shareholders.	rights and obligations relationship
				between the Company and its
				shareholders and among the
				shareholders.

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APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

	No.	Articles Provisions of the current Provisions of the Draft Articles	Articles Provisions of the current Provisions of the Draft Articles	Articles Provisions of the current Provisions of the Draft Articles	Articles Provisions of the current Provisions of the Draft Articles	Articles Provisions of the current Provisions of the Draft Articles
			Articles of Association			of Association of Offshore
						Preference Shares
						Article 6 of the Articles of
						Association and other articles of
						the Articles of Association will
						come into force at the same time
						upon the approval on the
						domicile in Article 6 of the
						Articles of Association by the
						banking regulatory authority of
						the State Council. Article 6 of the
						original Articles of Association,
						namely, “The domicile of the
						Company: No.160, Shangzhi
						Street, Daoli District, Harbin
						City; postal code: 150010; Tel:
						(86) 0451-86779933; Fax
						number: (86) 0451-86779829.”,
						will continue to be in force before
						the approval on the domicile in
						Article 6 of the Articles of
						Association by the banking
						regulatory authority of the State
						Council.

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APPENDIX III PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

No.	No.	Articles	**Provisions of **	**Provisions of **		**the **	current		Provisions of the Draft Articles
			Articles of Association						of Association of Offshore
									Preference Shares
	4	Article 18	The shares of the Company shall					be	The shares of the Company shall be
			in the form of stock. All shares						in the form of stock. ~~All shares~~
			issued by	the Company shall				be	~~issued by the T~~he Company shall
			ordinary	shares.			Subject	to	~~be~~have ordinary shares. Subject to
			approval	of		the	approval		approval of the approval
			authorities authorised				by the State		authorities authorised by the State
			Council, the Company may have						Council, the Company may have
			other kinds of shares				according	to	other kinds of shares such as
			its needs.						preference shares according to its
									needs.
									In the Articles of Association,
									preference shares refer to the
									other classes of shares governed
									separately under the Company
									Law as compared to the ordinary
									shares governed by the general
									provisions. Preference
									shareholders shall participate in
									the distribution of profits and
									residual assets of the Company in
									priority to ordinary
									shareholders, but their rights
									such as participating in decision
									making and management of the
									Company are restricted.
									Unless otherwise specified,
									references in Chapter III to
									Chapter XVI of the Articles of
									Association to share(s) and share
									certificate(s) shall refer to
									ordinary share(s) and ordinary
									share certificate(s) and
									references to shareholders in
									Chapter III to Chapter XVI of
									the Articles of Association shall
									refer to ordinary shareholders.

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APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

No.	No.	Articles	Provisions of the current		Provisions of the Draft Articles
			Articles of Association		of Association of Offshore
					Preference Shares
5		Article 25	As of 31 March 2014, the share		~~As of 31 March 2014, the~~The
			capital structure of the Company is		share capital structure of the
			as follow: a total of		Company is as follow: a total of
			10,995,599,553 ordinary shares		10,995,599,553 ordinary shares
			have been issued, of which		have been issued, of which
			7,972,029,553 domestic shares		7,972,029,553 domestic shares
			have been issued, representing		have been issued, representing
			approximately 72.50% of the entire		approximately 72.50% of the entire
			ordinary shares the Company may		ordinary shares the Company may
			issue; and 3,023,570,000 H shares		issue; and 3,023,570,000 H shares
			have been issued, representing		have been issued, representing
			approximately 27.50% of the entire		approximately 27.50% of the entire
			ordinary shares the Company may		ordinary shares the Company may
			issue.		issue.
			The above-mentioned share capital		The above-mentioned share capital
			includes shares rationed, presented		includes shares rationed, presented
			and increased over the years by the		and increased over the years by the
			Company as of 31 March 2014.		Company ~~as of 31 March 2014~~.
6		Article 38	Foreign shares listed overseas (H		Foreign shares listed overseas ~~(H~~
			shares) listed on the Hong Kong		~~shares) ~~listed on the Hong Kong
			Stock Exchange which was fully		Stock Exchange which was fully
			paid can be transferred freely		paid can be transferred freely
			pursuant to the Articles of		pursuant to the Articles of
			Association. However, unless the		Association. However, unless the
			transfer complies with the		transfer complies with the
			following conditions, the Board		following conditions, the Board
			may refuse to recognise any		may refuse to recognise any
			transfer documents without stating		transfer documents without stating
			any reasons therefor:		any reasons therefor:
			�		�
			(2) the transfer documents only		(2) the transfer documents only
			involve the foreign shares listed		involve the foreign shares listed
			overseas (H shares) listed on the		overseas ~~(H shares) ~~listed on the
			Hong Kong Stock Exchange;		Hong Kong Stock Exchange;

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APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the current	Provisions of the Draft Articles
			Articles of Association	of Association of Offshore
				Preference Shares
	7	Article 39	Shareholders of foreign shares	Shareholders of foreign shares
			listed overseas (H shares) listed in	listed overseas ~~(H shares) ~~listed in
			Hong Kong shall transfer all or part	Hong Kong shall transfer all or part
			of the shares by an instrument in	of the shares by an instrument in
			writing in any usual or common	writing in any usual or common
			form or any other form which the	form or any other form which the
			Board may approve or standard	Board may approve or standard
			transfer form specified by the stock	transfer form specified by the stock
			exchange in the place where the	exchange in the place where the
			Company’s shares are listed. The	Company’s shares are listed. The
			instrument of transfer of the share	instrument of transfer of the share
			shall be executed by hand. If the	shall be executed by hand. If the
			transferor or transferee is a	transferor or transferee is a
			recognised clearing institution as	recognised clearing institution as
			defined in the Securities and	defined in the Securities and
			Futures Ordinance of Hong Kong	Futures Ordinance of Hong Kong
			or its agent, the share transfer form	or its agent, the share transfer form
			may be executed by hand or in	may be executed by hand or in
			mechanically-printed form. All	mechanically-printed form. All
			instruments of transfer shall be	instruments of transfer shall be
			placed at the legal address of the	placed at the legal address of the
			Company or other places that the	Company or other places that the
			Board may designate.	Board may designate.
	8	Article 49	The Company shall maintain a	The Company shall maintain a
			complete register of shareholders.	complete register of shareholders.
			The register of shareholders shall	The register of shareholders shall
			include the following parts:	include the following parts:
			(1) the register of shareholders	(1) the register of shareholders
			maintained at the Company’s	maintained at the Company’s
			domicile, other than those as	domicile, other than those as
			described in items (2) and (3) of	described in items (2) and (3) of
			this article;	this article;
			(2) the register of shareholders in	(2) the register of shareholders in
			respect of the holders of overseas-	respect of the holders of overseas-
			listed foreign shares of the	listed foreign shares (H shares) of
			Company maintained at the place	the Company maintained at the
			where the overseas stock exchange	place where the overseas stock
			on which the shares are listed is	exchange on which the shares are
			located; and	listed is located; and
			(3) the register of shareholders	(3) the register of shareholders
			maintained at such other places as	maintained at such other places as
			the Board may consider necessary	the Board may consider necessary
			for the purpose of listing of the	for the purpose of listing of the
			Company’s shares.	Company’s shares.

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APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

No. Articles Provisions of the current Provisions of the Draft Articles Articles of Association of Association of Offshore Preference Shares 9 Article 51 Registration of change in the Registration of change in the register of holders of H shares due register of ~~holders of H shares~~ to shares transfer shall not be shareholders due to shares allowed within thirty (30) days transfer shall not be allowed within prior to the date of a general thirty (30) days prior to the date of meeting or within five (5) days a general meeting or within five (5) before the base date set by the days before the base date set by the Company for the purpose of Company for the purpose of distribution of dividends. distribution of dividends. 10 Article 54 Any shareholder who is registered Any shareholder who is registered in, or any person who requests to in, or any person who requests to have his name registered in, the have his name registered in, the register of shareholders may, if his register of shareholders may, if his share certificates (the “original share certificates (the “original certificates”) are lost, stolen or certificates”) are lost, stolen or ruined, apply to the Company for a ruined, apply to the Company for a replacement share certificate in replacement share certificate in respect of such shares (the respect of such shares (the “relevant shares”). “relevant shares”). If a holder of domestic shares loses If a holder of domestic shares loses his share certificates and applies his share certificates and applies for their replacement, it shall be for their replacement, it shall be dealt with in accordance with dealt with in accordance with regulations in the Article 144 of the regulations in the Article 144 of the Company Law. Company Law. If a holder of overseas-listed If a holder of overseas-listed foreign shares loses his share foreign shares loses his share certificates and applies for their certificates and applies for their replacements, it may be dealt with replacements, it may be dealt with in accordance with the laws of the in accordance with the laws of the place where the original register of place where the original register of holders of foreign shares listed holders of foreign shares listed overseas is maintained, the rules of overseas is maintained, the rules of the stock exchange or other the stock exchange or other relevant regulations. relevant regulations. The issuance of replacement share The issuance of replacement share certificates which are lost, stolen certificates which are lost, stolen or ruined to holders of H shares or ruined to holders of H shares or who apply for a replacement shall other foreign shares (if comply with the following applicable) who apply for a requirements: � replacement shall comply with the following requirements: �

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APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

No.	Articles	Articles	Provisions of the current	Provisions of the current		Provisions of the Draft Articles
			Articles of Association			of Association of Offshore
						Preference Shares
11	Article 64		Shareholders of the	Company shall		Ordinary s~~S~~hareholders of the
			perform the following obligations:			Company shall perform the
			�			following obligations: �
12	Article 69		The shareholders’ general meeting			The shareholders’ general meeting
			is the organ of	power of the		is the organ of power of the
			Company which	exercises the		Company which exercises the
			following functions and powers			following functions and powers
			according to law: �			according to law: �
			(16) examining and approving			(16) examining and approving
			equity incentive plans; and			equity incentive plans; ~~and~~
			(17) examining	other matters		(17) to determine the issuance of
			which shall be decided by the			preference shares; to determine
			shareholders’ general meeting			or authorise the Board of
			according to	the laws,		Directors to determine matters
			administrative	regulations,		relating to preference shares
			departmental rules, securities			issued by the Company,
			regulatory body	where the		including but not limited to
			Company’s stocks	are listed for		redemption, conversion and
			trading, the Articles	of Association,		distribution of dividends; and
			and the Company’s other internal rules.			~~(17)~~(18) examining other matters which shall be decided by the
						shareholders’ general meeting
						according to the laws,
						administrative regulations,
						departmental rules, securities
						regulatory body where the
						Company’s stocks are listed for
						trading, the Articles of Association,
						and the Company’s other internal
						rules.

– 34 –

APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

No. Articles Provisions of the current Provisions of the Draft Articles Articles of Association of Association of Offshore Preference Shares 13 Article 76 The following procedures shall be The following procedures shall be followed where shareholders followed where shareholders require to convene an require to convene an extraordinary general meeting of extraordinary general meeting of shareholders or a classified shareholders or a classified shareholder meeting: shareholder meeting: (1) The shareholders that solely or (1) The shareholders that solely or collectively hold ten percent (10%) collectively hold ten percent (10%) or more shares of the Company can or more voting shares of the sign one or several written requests Company can sign one or several in the same form and contents to written requests in the same form submit to the board of directors to and contents to submit to the board require the latter to convene an of directors to require the latter to extraordinary general meeting of convene an extraordinary general shareholders or a classified meeting of shareholders or a shareholders’ meeting and explain classified shareholders’ meeting the subject of the meeting. The and explain the subject of the board of directors shall give a meeting. The board of directors written reply on agreeing or shall give a written reply on disagreeing to convene an agreeing or disagreeing to convene extraordinary general meeting of an extraordinary general meeting shareholders or a classified of shareholders or a classified shareholders’ meeting within 10 shareholders’ meeting within 10 days upon receipt of the request in days upon receipt of the request in accordance with the laws, accordance with the laws, administrative regulations and the administrative regulations and the Articles of Association; Articles of Association; (2) Where the board of directors (2) Where the board of directors agrees to hold an extraordinary agrees to hold an extraordinary general meeting of shareholders or general meeting of shareholders or a classified shareholders meeting, a classified shareholders meeting, it shall send out a notice within 5 it shall send out a notice within 5 days after the resolution of the days after the resolution of the board of directors is made, any board of directors is made, any changes made to the original changes made to the original proposal in the notices shall obtain proposal in the notices shall obtain the consent of the relevant the consent of the relevant shareholders; shareholders;

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APPENDIX III PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the current	Provisions of the Draft Articles
			Articles of Association	of Association of Offshore
				Preference Shares
			(3) Where the board of directors	(3) Where the board of directors
			does not agree to hold an	does not agree to hold an
			extraordinary general meeting of	extraordinary general meeting of
			shareholders or classified	shareholders or classified
			shareholders’ meeting or fails to	shareholders’ meeting or fails to
			give a reply within ten (10) days	give a reply within ten (10) days
			upon receipt of the proposal, the	upon receipt of the proposal, the
			shareholders that solely or	shareholders that solely or
			collectively hold ten percent (10%)	collectively hold ten percent (10%)
			or more shares of the Company	or more voting shares of the
			shall have the right to propose the	Company shall have the right to
			board of supervisors to hold an	propose the board of supervisors to
			extraordinary general meeting of	hold an extraordinary general
			shareholders, and shall put forward	meeting of shareholders, and shall
			the request to the board of	put forward the request to the
			supervisors in written form;	board of supervisors in written
			(4) Where the board of supervisors	form;
			agrees to hold an extraordinary	(4) Where the board of supervisors
			general meeting of shareholders or	agrees to hold an extraordinary
			a classified shareholders’ meeting,	general meeting of shareholders or
			it shall send out a notice within 5	a classified shareholders’ meeting,
			days upon receipt of the request,	it shall send out a notice within 5
			any changes made to the original	days upon receipt of the request,
			proposal in the notices shall obtain	any changes made to the original
			the consent of the relevant	proposal in the notices shall obtain
			shareholders; and	the consent of the relevant
			(5) Where the board of supervisors	shareholders; and
			fails to send out a notice on the	(5) Where the board of supervisors
			extraordinary general meeting of	fails to send out a notice on the
			shareholders or classified	extraordinary general meeting of
			shareholders meeting within the	shareholders or classified
			prescribed time limit, it shall be	shareholders meeting within the
			regarded that the board of	prescribed time limit, it shall be
			supervisors will not convene or	regarded that the board of
			preside over the meeting, and the	supervisors will not convene or
			shareholders that solely or	preside over the meeting, and the
			collectively hold ten percent (10%)	shareholders that solely or
			or more shares of the Company for	collectively hold ten percent (10%)
			consecutively ninety (900 or more	or more voting shares of the
			days may hold or preside over the	Company for consecutively ninety
			meeting on their own initiatives.	(900 or more days may hold or
				preside over the meeting on their
				own initiatives.

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APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

No.	Articles	Provisions of the current	Provisions of the Draft Articles
		Articles of Association	of Association of Offshore
			Preference Shares
14	Article 77	Where the board of supervisors or	Where the board of supervisors or
		shareholders decide to convene the	shareholders decide to convene the
		shareholders’ general meeting on	shareholders’ general meeting on
		its/their own initiative, it/they shall	its/their own initiative, it/they shall
		send out a written notice to the	send out a written notice to the
		board of directors, and shall put on	board of directors, and shall put on
		the records of the dispatched office	the records of the dispatched office
		of the securities regulatory	of the securities regulatory
		authority of the State Council at	authority of the State Council at
		the locality of the Company, the	the locality of the Company, the
		banking regulatory authority of the	banking regulatory authority of the
		State Council and the Stock	State Council and the Stock
		Exchange where the Company’s	Exchange where the Company’s
		stocks are listed for trading.	stocks are listed for trading.
		Before the resolution of the	Before the resolution of the
		shareholders’ general meeting is	shareholders’ general meeting is
		announced, the proportion of	announced, the proportion of
		shares held by the summoning	voting shares held by the
		shareholders shall be no less than	summoning shareholders shall be
		ten percent (10%).	no less than ten percent (10%).
		The shareholders that convene the	The shareholders that convene the
		meeting shall, when sending out a	meeting shall, when sending out a
		notice on meeting and circulating	notice on meeting and circulating
		an announcement on the resolution	an announcement on the resolution
		of the shareholders’ general	of the shareholders’ general
		meeting, submit the relevant	meeting, submit the relevant
		certification materials to the	certification materials to the
		securities regulatory authority of	securities regulatory authority of
		the State Council at the locality of	the State Council at the locality of
		the Company and the Stock	the Company and the Stock
		Exchange where the Company’s	Exchange where the Company’s
		stocks are listed for trading.	stocks are listed for trading.

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APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

No. Articles Provisions of the current Provisions of the Draft Articles Articles of Association of Association of Offshore Preference Shares 15 Article 81 Where the Company convenes a Where the Company convenes a shareholders’ general meeting, the shareholders’ general meeting, the board of directors, the board of board of directors, the board of supervisors and the shareholders supervisors and the shareholders that solely or collectively hold that solely or collectively hold three percent (3%) or more of the three percent (3%) or more of the shares of the Company may put voting shares of the Company may forward a proposal to the put forward a proposal to the Company. Company. The shareholders that solely or The shareholders that solely or collectively hold three percent collectively hold three percent (3%) or more of the shares of the (3%) or more of the voting shares Company may put forward an of the Company may put forward interim proposal and submit it to an interim proposal and submit it to the convener in written form within the convener in written form within ten (10) days before the meeting is ten (10) days before the meeting is held. The convener shall issue a held. The convener shall issue a supplementary notice on the supplementary notice on the meeting and announce the contents meeting and announce the contents of the interim proposal within two of the interim proposal within two (2) days upon receipt of the (2) days upon receipt of the aforesaid proposal. If the listing aforesaid proposal. If the listing rules state otherwise where the rules state otherwise where the Company’s stocks are listed, the Company’s stocks are listed, the contents shall meet the rules as contents shall meet the rules as well. well. Unless it is prescribed by the Unless it is prescribed by the preceding paragraph, the convener preceding paragraph, the convener shall, after sending out a notice on shall, after sending out a notice on the shareholders’ general meeting, the shareholders’ general meeting, not amend the proposal as not amend the proposal as mentioned in the aforesaid notice mentioned in the aforesaid notice or add any new proposal. or add any new proposal. The shareholders’ general meeting The shareholders’ general meeting shall not vote on or make a shall not vote on or make a resolution for any proposal that is resolution for any proposal that is not listed in the notice on the not listed in the notice on the general meeting of shareholders or general meeting of shareholders or that is inconsistent with Article 80 that is inconsistent with Article 80 of the Articles of Association. of the Articles of Association.

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APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

No.	No.	Articles	Provisions of the current		Provisions of the Draft Articles
			Articles of Association		of Association of Offshore
					Preference Shares
16		Article 86	Unless otherwise required	by	Unless otherwise required by
			relevant laws, regulations, listing		relevant laws, regulations, listing
			rules of place(s) where the		rules of place(s) where the
			Company’s shares are listed or the		Company’s shares are listed or the
			Articles of Association, the notice,		Articles of Association, the notice,
			information or written statement		information or written statement
			for the shareholders’ general		for the shareholders’ general
			meeting shall be served on the		meeting shall be served on the
			shareholders (whether or not		shareholdersentitled to attend the
			entitled to vote at the general		general meeting (whether or not
			meeting) by special appointed		entitled to vote at the general
			person or prepaid mail,	or	meeting) by special appointed
			publication on our website or other		person or prepaid mail, or
			methods stipulated in the Articles		publication on our website or other
			of Association. The recipient		methods stipulated in the Articles
			address in the register	of	of Association. The recipient
			shareholders shall prevail. For the		address in the register of
			holders of domestic shares, the		shareholders shall prevail. For the
			notice of the shareholders’ general		holders of domestic shares, the
			meeting may be issued in the form		notice of the shareholders’ general
			of public notice.		meeting may be issued in the form
			The public notice in the preceding		of public notice.
			paragraph shall be published in one		The public notice in the preceding
			or more newspapers designated	by	paragraph shall be published in one
			the securities regulatory authority		or more newspapers designated by
			of the State Council between forty-		the securities regulatory authority
			five (45) to fifty (50) days before		of the State Council between forty-
			the date of the general meeting.		five (45) to fifty (50) days before
			After the publication of such		the date of the general meeting.
			notice, the holders of domestic		After the publication of such
			shares shall be deemed to have		notice, the holders of domestic
			received the notice of the relevant		shares shall be deemed to have
			shareholders’ general meeting.		received the notice of the relevant
					shareholders’ general meeting.

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APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the current	Provisions of the Draft Articles
			Articles of Association	of Association of Offshore
				Preference Shares
	17	Article	Independent directors may express	Independent directors may express
		155	objective and impartial	objective and impartial
			independent opinions on the	independent opinions on the
			matters discussed on the Board of	matters discussed on the Board of
			Directors, and independent	Directors, and independent
			directors shall be particularly	directors shall be particularly
			concerned about the following	concerned about the following
			issues when expressing their	issues when expressing their
			opinions:	opinions:
			(1) the associated/connected	(1) the associated/connected
			transactions that shall be submitted	transactions that shall be submitted
			to the Board of Directors or the	to the Board of Directors or the
			shareholders’ general meeting for	shareholders’ general meeting for
			deliberation in accordance with	deliberation in accordance with
			laws, administrative regulations,	laws, administrative regulations,
			departmental rules, the provisions	departmental rules, the provisions
			of the securities regulatory	of the securities regulatory
			authority of the place where the	authority of the place where the
			shares of the Company are listed,	shares of the Company are listed,
			the Articles of Association and	the Articles of Association and
			other internal systems of the	other internal systems of the
			Company;	Company;
			(2) profit distribution programmes;	(2) profit distribution programmes;
			(3) engagement and dismissal of	(3) engagement and dismissal of
			senior management personnel;	senior management personnel;
			(4) matters that may result in	(4) matters that may result in
			significant losses to the Company;	significant losses to the Company;
			(5) matters that may harm the	(5) matters that may harm the
			interests of depositor or medium	interests of depositor or medium
			and minor shareholders; and	and minor shareholders; ~~and~~
			(6) the employment of external	(6) the effect of the issuance of
			auditor, etc.	preference shares on the rights
				and interests of every class of
				shareholders; and
				~~(6)~~(7) the employment of external
				auditor, etc.

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APPENDIX III PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

No.	Articles	Provisions of the current		Provisions of the Draft Articles
		Articles of Association		of Association of Offshore
				Preference Shares
18	Article	The Company shall deposit its		The Company shall deposit its
	281	financial reports at the Company		financial reports at the Company
		for inspection by the shareholders		for inspection by the shareholders
		at least twenty (20) days before the		at least twenty (20) days before the
		convening of the annual		convening of the annual
		shareholders’ general meeting.		shareholders’ general meeting.
		Each shareholder of the company is		Each shareholder of the company is
		entitled to obtain financial reports		entitled to obtain financial reports
		mentioned in this chapter.		mentioned in this chapter.
		The Company shall send the		The Company shall send the
		aforementioned report to each		aforementioned report to each
		H-shareholder by prepaid mail or		H-shareholder or holder of other
		releasing on the website of the		foreign shares (if applicable) by
		Company or other ways stipulated		prepaid mail or releasing on the
		in the Articles of Association at		website of the Company or other
		least twenty-one (21) days before		ways stipulated in the Articles of
		the convening of the annual		Association at least twenty-one
		shareholders’ general meeting, and		(21) days before the convening of
		the addresses of the recipients shall		the annual shareholders’ general
		be the registered addresses as		meeting, and the addresses of the
		shown on the register of		recipients shall be the registered
		shareholders.		addresses as shown on the register
				of shareholders.

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APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the current	Provisions of the Draft Articles
			Articles of Association	of Association of Offshore
				Preference Shares
	19	Article	The profits after income tax paid	The profits after income tax paid
		284	by the Company shall be	by the Company shall be
			distributed in the following order:	distributed in the following order:
			(1) To make up the losses of the	(1) To make up the losses of the
			previous years;	previous years;
			(2) To extract ten percent (10%) of	(2) To extract ten percent (10%) of
			the statutory accumulation fund;	the statutory accumulation fund;
			(3) To extract fund for general	(3) To extract fund for general
			(risk) preparation;	(risk) preparation;
			(4) To extract the any accumulation	(4) To extract the any accumulation
			fund by the resolutions of	fund by the resolutions of
			shareholders’ general meeting; and	shareholders’ general meeting; and
			(5) To distribute profits to	(5) To distribute profits to
			shareholders. To distribute the	shareholders. To distribute the
			profits in light of the proportions of	profits in light of the proportions of
			shares held by shareholders, unless	shares held by shareholders, unless
			it is instructed by the Articles of	it is instructed by the Articles of
			Association to not distribute profits	Association to not distribute profits
			according to the proportions of	according to the class and the
			shares held by shareholders.	proportions of shares held by
			If the shareholder’ meeting	shareholders.
			distributes the profits by violating	If the shareholder’ meeting
			the provisions of the preceding	distributes the profits by violating
			paragraph before the Item (1) to	the provisions of the preceding
			(4), the profits distributed must be	paragraph before the Item (1) to
			refunded to the Company.	(4), the profits distributed must be
			No profit may be distributed for the	refunded to the Company.
			Company’s shares held by the	No profit may be distributed for the
			Company.	Company’s shares held by the
				Company.
				The payment of dividends on
				preference shares should be
				subject to laws, administrative
				regulations, rules, relevant
				provisions of the securities
				regulatory authorities where the
				Company’s shares are listed and
				the preference shares are issued
				or listed, and the Articles of
				Association.

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APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the current		Provisions of the Draft Articles
			Articles of Association		of Association of Offshore
					Preference Shares
	20	Article	The Company shall engage	a	The Company shall engage a
		288	receiving agent on behalf of	the	receiving agent on behalf of the
			holders of overseas listed foreign		holders of overseas listed foreign
			shares, to receive dividends	of	shares, to receive dividends of
			overseas listed foreign shares and		overseas listed foreign shares and
			all other monies owing by	the	all other monies owing by the
			Company in respect of such shares		Company in respect of such shares
			on behalf of such shareholders.		on behalf of such shareholders.
			The receiving agent engaged by	the	The receiving agent engaged by the
			Company shall satisfy the relevant		Company shall satisfy the relevant
			requirements of the laws of	the	requirements of the laws of the
			place and relevant regulations	of	place and relevant regulations of
			the stock exchange where	the	the stock exchange where the
			Company’s shares are listed. The		Company’s shares are listed. The
			receiving agent on behalf	of	receiving agent on behalf of
			holders of H shares engaged by	the	holders of H shares or other
			Company shall be a trust company		foreign shares (if applicable)
			registered under the Trustee		engaged by the Company shall be a
			Ordinance of Hong Kong.		trust company registered under the
					Trustee Ordinance of Hong Kong.

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APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

No.	Articles	Articles	Provisions of the current	Provisions of the Draft Articles
			Articles of Association	of Association of Offshore
				Preference Shares
21	Article		After checking the Company’s	After checking the Company’s
	318		assets and preparing a balance	assets and preparing a balance
			sheet and an inventory of assets,	sheet and an inventory of assets,
			the liquidation committee shall	the liquidation committee shall
			formulate a liquidation plan and	formulate a liquidation plan and
			submit to the shareholders’ general	submit to the shareholders’ general
			meeting or the People’s Court for	meeting or the People’s Court for
			confirmation.	confirmation.
			After paying the liquidation cost,	After paying the liquidation cost,
			staff salary, labour insurance,	staff salary, labour insurance,
			statutory compensation and the	statutory compensation and the
			outstanding taxes respectively, and	outstanding taxes respectively, and
			after repayment of its debts in	after repayment of its debts in
			accordance with the provisions	accordance with the provisions
			above, the remaining assets of the	above, the remaining assets of the
			Company shall be distributed to the	Company shall be distributed to the
			shareholders of the Company in	shareholders of the Company ~~in~~
			proportion to their respective	~~proportion~~ ~~to~~ ~~their~~ ~~respective~~
			shareholdings.	~~shareholdings ~~according to the
			During the liquidation period, the Company shall continue to exist	proportion and class of their respective shareholdings.
			but shall not carry out any business
			activities not relating to
			liquidation. The assets of the
			Company shall not be distributed
			to the shareholders before the
			repayment in accordance with
			provisions of the preceding
			paragraph.

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APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the current	Provisions of the current	Provisions of the Draft Articles
			Articles of Association		of Association of Offshore
					Preference Shares
					Preference shareholders will be
					entitled to an amount on
					liquidation equal to the
					aggregate value of the preference
					shares then issued and
					outstanding plus any declared
					but unpaid dividends for the
					current period. If there are
					insufficient residual assets, the
					distribution will be made ratably
					according to the aggregate value
					of the preference shares held by
					each preference shareholder as a
					proportion of the aggregate value
					of all preference shares.
					During the liquidation period, the
					Company shall continue to exist
					but shall not carry out any business
					activities not relating to
					liquidation. The assets of the
					Company shall not be distributed
					to the ordinary shareholders
					before the repayment in accordance
					with provisions of the preceding
					paragraph. The remaining assets
					of the Company after settlement
					in accordance with provisions of
					the preceding paragraph will be
					distributed to the ordinary
					shareholders of the Company in
					proportion to the shareholding of
					ordinary shares held by them.
	22				Chapter XVII Special Provisions
					on Preference Shares
					(Note: This Chapter and the
					articles in this chapter are newly
					added and the numbering of the
					chapters and articles after this
					chapter will be adjusted
					accordingly.)

– 45 –

APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

No.	Articles	Provisions of the current	Provisions of the current	Provisions of the current	Provisions of the Draft Articles
		Articles of Association			of Association of Offshore
					Preference Shares
23	Article				Unless otherwise specified in
	329				laws, administrative regulations,
					departmental rules, regulations
					of the securities regulatory
					authorities in the place where the
					shares of the Company are listed
					and this Chapter, the rights and
					obligations of preference
					shareholders and management of
					preference shares shall be
					governed by the provisions
					relating to ordinary shares in the
					Articles of Association.
24	Article				The number of preference shares
	330				issued by the Company shall not
					exceed 50% of the total number
					of ordinary shares of the
					Company, and the capital raised
					from the issue of preference
					shares shall not be more than
					50% of the net assets of the
					Company prior to the relevant
					issuance (excluding the
					preference shares that have been
					redeemed or converted).

– 46 –

APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

	No.	Articles	**Provisions of the **	**Provisions of the **	current		Provisions of the Draft Articles
			**Articles of **	Association			of Association of Offshore
							Preference Shares
	25	Article					In accordance with relevant rules
		331					on regulatory capital for
							commercial banks, the Company
							may formulate terms governing
							the mandatory conversion of the
							preference shares into ordinary
							shares, namely, upon the
							occurrence of certain trigger
							events, the Company shall
							convert the preference shares
							into ordinary shares in
							accordance with the conversion
							price and conversion amount as
							determined at the time of
							issuance of the preference shares.
							In circumstances when the
							preference shares are
							mandatorily converted into
							ordinary shares, the Company
							shall report such conversion to
							banking regulatory authorities
							under the State Council for
							review and approval.

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APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the current	Provisions of the current	Provisions of the Draft Articles
			Articles of Association		of Association of Offshore
					Preference Shares
	26	Article			The preference shares issued by
		332			the Company shall not have any
					put option, and the preference
					shareholders shall have no right
					to require the Company to
					redeem preference shares.
					Subject to the approval of the
					banking regulatory authorities
					under the State Council and
					upon compliance with the
					relevant requirements, the
					Company has the right to redeem
					all or part of the preference
					shares after the fifth year
					following the date of the relevant
					issuance of the preference shares.
					The redemption period of the
					preference shares commences on
					such date as agreed upon at the
					time of issuance of the preference
					shares and ends on the date of
					redemption or conversion of all
					the preference shares. The
					Company shall write down the
					total amount of outstanding
					preference shares after the
					Company redeems the preference
					shares.
					The exercise by the Company of
					its right to redeem the preference
					shares shall be subject to the
					fulfilment of the following
					conditions:
					(1) the Company shall use
					capital instruments of the
					same or superior quality to
					replace the preference
					shares to be redeemed and
					such replacement shall only
					be made at a time at which
					the Company has a
					sustainable income
					generating capability; or

– 48 –

APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the current	Provisions of the current	Provisions of the Draft Articles	Provisions of the Draft Articles	Provisions of the Draft Articles
			Articles of Association			of Association of Offshore
							Preference Shares
					(2)		the capital position of the
							Company immediately after
							redemption of the
							preference shares will
							remain significantly higher
							than the regulatory capital
							requirements prescribed by
							the banking regulatory
							authorities under the State
							Council.
					**The **		redemption price of offshore
					preference shares will be an
					amount equal to the issue price
					plus		the amount of dividend
					declared but unpaid for the
					current period.
	27	Article			Preference shareholders of the
		333			Company shall enjoy the
					following rights:
					(1)		to receive distribution of
							dividends in priority to
							ordinary shareholders;
					(2)		to receive distribution of
							residual assets of the
							Company on liquidation in
							priority to ordinary
							shareholders;
					(3)		upon the occurrence of the
							circumstances provided in
							Article 335, to attend and
							vote at shareholders’
							general meetings;
					(4)		upon the occurrence of the
							circumstances provided in
							Article 336, to have its
							voting rights restored in
							accordance with the
							requirements of that
							Article;
					(5)		to make proposals or
							inquiries in relation to the
							business operations and
							activities of the Company;

– 49 –

APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the current	Provisions of the current	Provisions of the Draft Articles	Provisions of the Draft Articles
			Articles of Association			of Association of Offshore
						Preference Shares
					(6)	to inspect the Company’s
						Articles of Association,
						register of shareholders,
						record of bondholders,
						minutes of shareholders’
						general meetings,
						resolutions of meetings of
						the Board of Directors,
						resolutions of meetings of
						the Board of Supervisors
						and financial reports; and
					(7)	other rights conferred to
						preference shareholders by
						laws, administrative
						regulations, departmental
						rules and the Articles of
						Association.
	28	Article			Only votes of ordinary shares
		334			and votes of preference shares
					with restored voting rights shall
					**be **	counted when calculating the
					proportion of shares in the event
					**of **	the following:
					(1)	a request to convene an
						extraordinary general
						meeting of shareholders;
					(2)	a request to convene and
						preside over a general
						meeting of shareholders;
					(3)	a request to submit an
						interim proposal to a
						general meeting of
						shareholders;
					(4)	a request to nominate the
						directors and supervisors
						who are not staff
						representatives of the
						Company;
					(5)	identifying controlling
						shareholder(s) according to
						the relevant provisions of
						the Articles of Association;

– 50 –

APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

	No.	Articles	**Provisions **	of the current	of the current	Provisions of the Draft Articles	Provisions of the Draft Articles	Provisions of the Draft Articles	Provisions of the Draft Articles
			Articles of Association					of Association of Offshore
								Preference Shares
						(6)		identifying person(s)
								restricted from serving as
								independent directors of the
								Company according to the
								related provisions of the
								Articles of Association;
						(7)		identifying the list of the ten
								largest shareholders of the
								Company and the number
								of shares held by them and
								the shareholder(s) holding
								5% or more of the shares of
								the Company in accordance
								with relevant provisions of
								the Securities Law; and
						(8)		other circumstances
								provided under laws,
								administrative regulations,
								departmental regulations
								and the Articles of
								Association.

– 51 –

APPENDIX III PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

No.	Articles	Articles	Provisions of the current	Provisions of the current	Provisions of the current	Provisions of the Draft Articles	Provisions of the Draft Articles	Provisions of the Draft Articles
			Articles of Association					of Association of Offshore
								Preference Shares
29	Article					The preference shareholders are
	335					not		entitled to attend any
						shareholders’ general meeting of
						the		Company nor do the
						preference shares carry voting
						rights in any shareholders’
						general meeting other than in the
						following circumstances:
						(1)		amendments to the Articles
								of Association that relate to
								preference shares;
						(2)		reduction of the registered
								capital of the Company by
								more than 10% on a single
								or aggregate basis;
						(3)		merger, division, dissolution
								or change of corporate form
								of the Company;
						(4)		issuance of preference
								shares by the Company; and
						(5)		other events specified in
								laws, administrative rules
								and departmental
								regulations and the Articles
								of Association.

– 52 –

APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

No.	Articles	Articles	Provisions of the current	Provisions of the current	Provisions of the current	Provisions of the Draft Articles
			Articles of Association			of Association of Offshore
						Preference Shares
						On the occurrence of any of the
						above matters, the Company
						shall notify preference
						shareholders of the shareholders’
						general meeting and follow the
						notice procedures to ordinary
						shareholders as provided under
						the Articles of Association. The
						preference shareholders are
						entitled to vote at a separate class
						meeting with respect to the above
						matters and each preference
						share shall have one vote
						(preference shares held by the
						Company do not entitle the
						Company to vote).
						Resolutions relating to the above
						matters shall be approved by
						more than two thirds of the votes
						held by ordinary shareholders
						present at the meeting (including
						preference shareholders with
						restored voting rights) and by
						more than two thirds of the votes
						held by preference shareholders
						present at the meeting (excluding
						preference shareholders with
						restored voting rights).

– 53 –

APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

	No.	Articles	**Provisions **	of the current	of the current	Provisions of the Draft Articles	Provisions of the Draft Articles
			Articles of Association			of Association of Offshore
						Preference Shares
	30	Article				In the event that the Company
		336				fails to pay the prescribed
						dividend to the preference
						shareholders for three financial
						years in aggregate or two
						consecutive financial years, the
						preference shareholders will
						have the right to attend and vote
						at the shareholders’ general
						meetings as if they are ordinary
						shareholders from the day
						immediately after the
						shareholders’ general meeting
						resolves that the Company will
						not pay the prescribed dividend
						for the current dividend period.
						The voting rights of the
						preference shareholders will
						remain restored until the
						Company pays the current
						period dividend of preference
						shares in full.

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APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the current	Provisions of the current	Provisions of the Draft Articles
			Articles of Association		of Association of Offshore
					Preference Shares
					The formula for calculating the
					voting rights of the preference
					shares with restored voting
					rights is as follows: Q = V/P x
					conversion exchange rate, with
					any fractional restored voting
					right rounded down to the
					nearest whole number.
					Where: “Q” denotes the H share
					voting rights restored from the
					preference shares held by each
					preference shareholder; “V”
					denotes the aggregate value of
					the preference shares with
					restored voting rights held by
					each preference shareholder; “P”
					denotes the conversion price,
					where the initial conversion price
					is equal to the initial mandatory
					conversion price; and the
					“conversion exchange rate”
					refers to the cross rate between
					Hong Kong dollars and the
					currency in which the relevant
					series of the offshore preference
					shares are denominated based on
					the RMB central parity rate
					published by the China Foreign
					Exchange Trading System on the
					trading date preceding the date
					of the announcement of the
					passing of the Board of Directors
					resolution in respect of the
					preference share issuance plan.
					The adjustment method of P shall
					be determined as prescribed at
					the time of issuance of preference
					shares.

– 55 –

APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the current	Provisions of the Draft Articles	Provisions of the Draft Articles
			Articles of Association	of Association of Offshore
					Preference Shares
	31	Article		The	dividend policy of the
		337		preference shares of the
				Company is as follows:
				(1)	The dividend rate for the
					issued and outstanding
					preference shares of the
					Company consists of the
					benchmark rate and the
					fixed spread. The dividend
					rate may be adjusted at
					different intervals. During a
					specified period after
					issuance of the preference
					shares, the dividend rate
					will remain the same and
					during any adjusted
					dividend rate period, the
					dividend rate will remain
					the same.
				(2)	Preference shareholders
					shall rank in priority to the
					ordinary shareholders in
					terms of dividend
					distribution and the
					preference shares shall be
					entitled to the dividend rate
					and distribution of profits
					in accordance with the
					agreed terms. Dividends to
					the preference shareholders
					shall be payable in cash.
					The Company shall not
					distribute any profits to
					ordinary shareholders
					before the payment of
					prescribed dividends in full.
				(3)	According to requirements
					of the banking regulatory
					authorities under the State
					Council, the Company shall
					have the right to cancel
					dividend payments on the
					preference shares in whole
					or in part at its discretion
					and this will not constitute
					an event of default.

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APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

No.	Articles	Articles	Provisions of the current	Provisions of the current	Provisions of the current		Provisions of the Draft Articles	Provisions of the Draft Articles
			Articles of Association					of Association of Offshore
								Preference Shares
							(4)	After receiving the
								dividends at the prescribed
								dividend rate, the
								preference shareholders
								shall not be entitled to any
								distribution of residual
								profits of the Company
								together with the ordinary
								shareholders. In the event of
								any cancellation by the
								Company of all or part of
								the dividends on the
								preference shares, any
								amount of dividends not
								paid to the preference
								shareholders in full in the
								current period will not be
								accumulated to the
								following dividend periods.
32	Article		All “over”, “within” in the Articles				All	“over”, “within” in the Articles
	341		of Association include the relevant				of Association include the relevant
			figure itself; “exceed”, “less		than”,		figure itself; “exceed”, “less than”,
			and “lower than” does not include				and	“lower than” does not include
			the relevant figure itself.				the	relevant figure itself.
							References to “total voting
							shares” shall only count the total
							number of ordinary shares and
							preference shares with restored
							voting rights.

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APPENDIX III PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

COMPARATIVE TABLE OF THE DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of current Rules of	Provisions of current Rules of	Provisions of Draft Rules of
			Procedure		Procedure for Offshore
					Preference Shares
	1	Article 5	The annual meeting shall be held		The annual meeting shall be held
			once every year within six	(6)	once every year within six (6)
			months upon conclusion of	the	months upon conclusion of the
			previous fiscal year. If, for any		previous fiscal year. If, for any
			special reasons, a shareholders’		special reasons, a shareholders’
			general meeting is postponed,	the	general meeting is postponed, the
			Company shall timely explain	or	Company shall timely explain or
			report such postponement to	the	report such postponement to the
			dispatched office of the CSRC at		banking regulatory authority of
			the locality of the Company and		the State Council, the dispatched
			the stock exchange where	the	office of the CSRC at the locality
			Company’s stocks are listed	for	of the Company and the stock
			trading. The Company shall also		exchange where the Company’s
			perform its disclosure obligations		stocks are listed for trading. The
			in accordance with requirements of		Company shall also perform its
			the stock exchange where	the	disclosure obligations in
			Company’s stocks are listed.		accordance with requirements of
					the stock exchange where the
					Company’s stocks are listed.
	2	Article 9	The shareholders’ general meeting		The shareholders’ general meeting
			is the organ of power of	the	is the organ of power of the
			Company which exercises	the	Company which exercises the
			following functions and powers		following functions and powers
			according to law:		according to law:
			�		�
			(16) examining and approving		(16) examining and approving
			equity incentive plans;		equity incentive plans;
			(17) examining other matters		(17) to determine the issuance of
			which shall be decided by	the	preference shares; to determine
			shareholders’ general meeting		or authorise the Board of
			according to the laws,		Directors to determine matters
			administrative regulations,		relating to preference shares
			departmental rules, securities		issued by the Company,
			regulatory body where	the	including but not limited to
			Company’s stocks are listed,	the	redemption, conversion and
			Articles of Association, and	the	distribution of dividends; and
			Company’s other internal rules.		~~(17)~~(18) examining other matters
					which shall be decided by the
					shareholders’ general meeting
					according to the laws,
					administrative regulations,
					departmental rules, securities
					regulatory body where the
					Company’s stocks are listed, the
					Articles of Association, and the
					Company’s other internal rules.

– 58 –

APPENDIX III PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

No.	Articles	Provisions of current Rules of		Provisions of Draft Rules of
		Procedure		Procedure for Offshore
				Preference Shares
3	Article 13	The shareholders who individually		The shareholders who individually
		or collectively hold three percent		or collectively hold three percent
		(3%) or more of the shares of the		(3%) or more of the voting shares
		Company may put forward an		of the Company may put forward
		interim proposal and submit it to		an interim proposal and submit it to
		the Board of Directors in written		the Board of Directors in written
		form within ten (10) days before		form within ten (10) days before
		the meeting is held. The Board of		the meeting is held. The Board of
		Directors shall issue a		Directors shall issue a
		supplementary notice on the		supplementary notice on the
		meeting and announce the contents		meeting and announce the contents
		of the interim proposal within two		of the interim proposal within two
		(2) days upon receipt of the		(2) days upon receipt of the
		aforesaid proposal. If the listing		aforesaid proposal. If the listing
		rules where the Company’s stocks		rules where the Company’s stocks
		are listed state otherwise, the		are listed state otherwise, the
		contents shall meet the rules as		contents shall meet the rules as
		well.		well.
		Unless it is prescribed by the		Unless it is prescribed by the
		preceding paragraph, the convener		preceding paragraph, the convener
		shall, after sending out a notice on		shall, after sending out a notice on
		the shareholders’ general meeting,		the shareholders’ general meeting,
		not amend the proposal as		not amend the proposal as
		mentioned in the aforesaid notice		mentioned in the aforesaid notice
		or add any new proposal.		or add any new proposal.

– 59 –

APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

No.	Articles	Articles	Provisions of current Rules of	Provisions of current Rules of	Provisions of Draft Rules of
			Procedure		Procedure for Offshore
					Preference Shares
4	Article 18		The following procedures shall be		The following procedures shall be
			followed where shareholders		followed where shareholders
			require to convene an		require to convene an
			extraordinary general meeting	of	extraordinary general meeting of
			shareholders or a classified		shareholders or a classified
			shareholders’ meeting:		shareholders’ meeting:
			(1) The shareholders who		(1) The shareholders who
			individually or collectively hold		individually or collectively hold
			ten percent (10%) or more shares		ten percent (10%) or more voting
			of the Company can sign one	or	shares of the Company can sign
			several written requests in the same		one or several written requests in
			form and contents to submit to the		the same form and contents to
			Board of Directors to require the		submit to the Board of Directors to
			latter to convene an extraordinary		require the latter to convene an
			general meeting of shareholders	or	extraordinary general meeting of
			a classified shareholders’ meeting		shareholders or a classified
			and explain the subject of the		shareholders’ meeting and explain
			meeting. The Board of Directors		the subject of the meeting. The
			shall give a written reply on		Board of Directors shall give a
			agreeing or disagreeing to convene		written reply on agreeing or
			an extraordinary general meeting		disagreeing to convene an
			of shareholders or a classified		extraordinary general meeting of
			shareholders’ meeting within ten		shareholders or a classified
			(10) days upon receipt of the		shareholders’ meeting within ten
			request in accordance with the		(10) days upon receipt of the
			laws, administrative regulations		request in accordance with the
			and the Articles of Association;		laws, administrative regulations
					and the Articles of Association;

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APPENDIX III PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

No. Articles Provisions of current Rules of Provisions of Draft Rules of Procedure Procedure for Offshore Preference Shares (2) Where the Board of Directors (2) Where the Board of Directors agrees to hold an extraordinary agrees to hold an extraordinary general meeting of shareholders or general meeting of shareholders or a classified shareholders’ meeting, a classified shareholders’ meeting, it shall send out a notice within 5 it shall send out a notice within 5 days after the resolution of the days after the resolution of the Board of Directors is made, any Board of Directors is made, any changes made to the original changes made to the original proposal in the notices shall obtain proposal in the notices shall obtain the consents of the relevant the consents of the relevant shareholders; shareholders; (3) Where the Board of Directors (3) Where the Board of Directors does not agree to hold an does not agree to hold an extraordinary general meeting of extraordinary general meeting of shareholders or classified shareholders or classified shareholders’ meeting or fails to shareholders’ meeting or fails to give a reply within ten (10) days give a reply within ten (10) days upon receipt of the proposal, the upon receipt of the proposal, the shareholders that solely or shareholders that solely or collectively hold ten percent (10%) collectively hold ten percent (10%) or more shares of the Company or more voting shares of the shall have the right to propose the Company shall have the right to Board of Supervisors to hold an propose the Board of Supervisors extraordinary general meeting of to hold an extraordinary general shareholders, and shall put forward meeting of shareholders, and shall the request to the Board of put forward the request to the Supervisors in written form; Board of Supervisors in written form; (4) Where the Board of Supervisors agrees to hold an extraordinary (4) Where the Board of Supervisors general meeting of shareholders or agrees to hold an extraordinary a classified shareholders’ meeting, general meeting of shareholders or it shall send out a notice within a classified shareholders’ meeting, five (5) days upon receipt of the it shall send out a notice within request, any changes made to the five (5) days upon receipt of the original proposal in the notices request, any changes made to the shall obtain the consents of the original proposal in the notices relevant shareholders; shall obtain the consents of the relevant shareholders; (5) Where the Board of Supervisors does not send out a notice to (5) Where the Board of Supervisors convene the extraordinary general does not send out a notice to meeting of shareholders or convene the extraordinary general classified shareholders meeting meeting of shareholders or within the prescribed time limit, it classified shareholders meeting shall be regarded that the Board of within the prescribed time limit, it Supervisors will not convene or shall be regarded that the Board of preside over the shareholders’ Supervisors will not convene or general meeting or classified preside over the shareholders’ shareholders’ meeting, and the general meeting or classified shareholders that solely or shareholders’ meeting, and the collectively hold ten percent (10%) shareholders that solely or or more shares of the Company for collectively hold ten percent (10%) consecutively ninety (90) or more or more voting shares of the days may hold or preside over the Company for consecutively ninety meeting on their own initiatives. (90) or more days may hold or preside over the meeting on their own initiatives.

– 61 –

APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of current Rules of	Provisions of Draft Rules of
			Procedure	Procedure for Offshore
				Preference Shares
	5	Article 19	Where the Board of Supervisors or	Where the Board of Supervisors or
			shareholders decide to convene the	shareholders decide to convene the
			shareholders’ general meeting on	shareholders’ general meeting on
			its/their own initiative(s), it/they	its/their own initiative(s), it/they
			shall send out a written notice to	shall send out a written notice to
			the Board of Directors, and shall	the Board of Directors, and shall
			put on the records of the dispatched	put on the records of the dispatched
			office of the securities regulatory	office of the securities regulatory
			authority of the State Council at	authority of the State Council at
			the locality of the Company and	the locality of the Company, the
			the Stock Exchange where the	banking regulatory authority of
			Company’s stocks are listed.	the State Council and the Stock
				Exchange where the Company’s
				stocks are listed.
	6	Article 29	The notice of the shareholders’	The notice of the shareholders’
			general meeting shall set out the	general meeting shall set out the
			record date. Normally, the time	record date. Normally, the time
			interval between the record date	interval between the record date
			and the meeting date will not be	and the meeting date will not be
			more than 7 working days. The	more than 7 working days. The
			record date cannot be changed once	record date cannot be changed once
			it is confirmed. Registration of	it is confirmed. Registration of
			change in the register of holders of	change in the register of~~holders of~~
			H shares due to shares transfer	~~H~~ ~~shares~~ shareholders due to
			shall not be allowed within thirty	shares transfer shall not be allowed
			(30) days prior to the date of a	within thirty (30) days prior to the
			shareholders’ general meeting or	date of a shareholders’ general
			within five (5) days before the base	meeting or within five (5) days
			date set by the Company for the	before the base date set by the
			purpose of distribution of	Company for the purpose of
			dividends.	distribution of dividends.
	7	Article 38	All shareholders under the register	All ordinary shareholders
			of shareholders on the record date	(including preference
			and their respective proxies are	shareholders with restored
			entitled to attend the shareholders’	voting rights) under the register of
			general meeting. The Company and	shareholders on the record date and
			the convener must not refuse the	their respective proxies are entitled
			entrance of such person for any	to attend the shareholders’ general
			reason.	meeting. The Company and the
				convener must not refuse the
				entrance of such person for any
				reason.

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APPENDIX III PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of current Rules of	Provisions of current Rules of	Provisions of Draft Rules of
			Procedure		Procedure for Offshore
					Preference Shares
	8	Article 81	Where the Company proposes	to	Where the Company proposes to
			change or abrogate the rights	of	change or abrogate the rights of
			classified shareholders, the		classified shareholders, the
			proposal shall be implemented		proposal shall be implemented
			only after it has been approved by a		only after it has been approved by a
			special resolution of the		special resolution of the
			shareholders’ general meeting and		shareholders’ general meeting and
			by the shareholders’ general		by the shareholders’ general
			meetings convened separately	by	meetings convened separately by
			affected classified shareholders		affected classified shareholders
			according to Article 126 to Article		according to Article ~~126~~128 to
			130 of the Articles of Association.		Article ~~130~~132 of the Articles of
					Association.
	9	Article 83	Affected classified shareholders,		Affected classified shareholders,
			regardless of whether they		regardless of whether they
			originally have voting rights in the		originally have voting rights in the
			shareholders’ general meeting,		shareholders’ general meeting,
			have the voting rights on the		have the voting rights on the
			classified shareholders’ meeting		classified shareholders’ meeting
			for issues stated in (2) to (8) and		for issues stated in (2) to (8) and
			(11) to (12) of Article 125 of the		(11) to (12) of Article ~~125~~127 of
			Articles of Association, except	for	the Articles of Association, except
			the interested shareholders.		for the interested shareholders.

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APPENDIX III

PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of current Rules of	Provisions of Draft Rules of
			Procedure	Procedure for Offshore
				Preference Shares
	10	Article 84	The interested shareholders	The interested shareholders
			mentioned in the preceding article	mentioned in the preceding article
			are defined as follows:	are defined as follows:
			(1) when the Company issues a	(1) when the Company issues a
			buy-back offer to all shareholders	buy-back offer to all shareholders
			equally pro rata or buys back its	equally pro rata or buys back its
			own shares by open transaction at a	own shares by open transaction at a
			stock exchange according to	stock exchange according to
			Article 32 of the Articles of	Article ~~32~~33 of the Articles of
			Association. The interested	Association. The interested
			shareholders refer to the	shareholders refer to the
			controlling shareholders defined in	controlling shareholders defined in
			Article 70 of the Articles of	Article 70 of the Articles of
			Association;	Association;
			(2) when the Company buys back	(2) when the Company buys back
			its own shares by agreement	its own shares by agreement
			outside a stock exchange in	outside a stock exchange in
			accordance with Article 32 of this	accordance with Article ~~32~~33 of
			Articles of Association, the	this Articles of Association, the
			interested shareholders refer to the	interested shareholders refer to the
			shareholders which are related to	shareholders which are related to
			the agreement; and	the agreement; and
			(3) in the Company’s restructuring	(3) in the Company’s restructuring
			plan, the interested shareholders	plan, the interested shareholders
			refers to those shareholders who	refers to those shareholders who
			undertake liability in a lower	undertake liability in a lower
			proportion than other shareholders	proportion than other shareholders
			under this class or refers to the	under this class or refers to the
			shareholders who own interests	shareholders who own interests
			different from other shareholders	different from other shareholders
			under this class.	under this class.
	11	Article 85	The resolutions of classified	The resolutions of classified
			shareholders’ meeting shall be	shareholders’ meeting shall be
			passed by more than two-thirds	passed by more than two-thirds
			(2/3) of voting shares of	(2/3) of voting shares of
			shareholders who attend classified	shareholders who attend classified
			shareholders’ meeting and have the	shareholders’ meeting and have the
			voting rights according to Article	voting rights according to Article
			126 of the Articles of Association.	~~1261~~28 of the Articles of
				Association.

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APPENDIX III PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR OFFSHORE PREFERENCE SHARES

	No.	Articles		**Provisions of **	**Provisions of **	**Provisions of **	current Rules of	current Rules of	current Rules of	current Rules of	current Rules of		Provisions of Draft Rules of
						Procedure							Procedure for Offshore
													Preference Shares
	12	Article	Unless			otherwise			stated,				Unless otherwise stated,
		108	expressions herein shall have the										expressions herein shall have the
			same		meaning		ascribed to			them			same meaning ascribed to them
			under		the	Articles of		Association.					under the Articles of Association.
													Unless otherwise stated,
													references in the Rules of
													Procedures to share(s) and share
													certificate(s) shall refer to
													ordinary share(s) and ordinary
													share certificate(s) and
													references to shareholders shall
													refer to ordinary shareholders.
	13	Article	Upon			approval			by	the			Upon approval by the
		111	shareholders’ general meeting								of		shareholders’ general meeting of
			the		Company,		the		Rules		of		the Company, the Rules of
			Procedures shall come						into force.				Procedures shall come into force
			From		the	date when		the Rules			of		from the day when the issuance of
			Procedures take				effect, the original						the first tranche of the offshore
			Rules			of Procedures				shall			preference shares of the
			automatically lose effectiveness.										Company is complete. From the
													date when the Rules of Procedures
													take effect, the original Rules of
													Procedures shall automatically lose
													effectiveness.

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

COMPARATIVE TABLE OF THE DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES

No. Articles Provisions of the Draft Articles Provisions of the Draft Articles of Association for A Shares of Association for A Shares and Offshore Preference Shares 1 Article 6 The domicile of the Company: The domicile of the Company: No.160, Shangzhi Street, Daoli No.888, ShangjiangNo.160, District, Harbin City; postal code: ~~Shangzhi~~ Street, Daoli District, 150010; Tel: (86) 0451-86779933; Harbin City; postal code: Fax number: (86) 0451-86779829. ~~1500101~~ 50070 ; Tel: (86) 045186779933; Fax number: (86) 045186779829. 2 Article 9 The total asset of the Company ~~The total asset of the Company~~ shall be divided into shares of ~~shall be divided into shares of~~ equal value. The respective ~~equal value.~~ The respective liability of the shareholders of the liability of the shareholders of the Company shall be limited to the Company shall be limited to the shares held by them. The Company shares held by them. The Company shall be held liable for its debts shall be held liable for its debts with all its assets. with all its assets. 3 Article 10 Upon approval by the Upon approval by the shareholders’ general meeting of shareholders’ general meeting of the Company and by the banking the Company and by the banking regulatory authority of the State regulatory authority of the State Council, the Articles of Council, the Articles of Association of the Company shall Association of the Company shall come into force from the date of come into force ~~from the date of~~ listing of the A shares issued by the ~~listing of the A shares issued by~~ Company on the Shanghai Stock ~~the Company on the Shanghai~~ Exchange. From the date that the ~~Stock Exchange~~ from the date of Articles of Association takes completion of the issuance of the effect, the original Articles of first tranche of the offshore Association of the Company shall preference shares and the date of automatically lose effectiveness. listing of the A shares issued by From the effective date, the the Company on the Shanghai Articles of Association shall Stock Exchange (whichever is become a legally binding document later). From the date that the that regulates the organization and Articles of Association takes behaviours of the Company, the effect, the original Articles of rights and obligations relationship Association of the Company shall between the Company and its automatically lose effectiveness. shareholders and among the From the effective date, the shareholders. Articles of Association shall become a legally binding document that regulates the organization and behaviours of the Company, the rights and obligations relationship between the Company and its shareholders and among the shareholders.

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

	No.	Articles	**Provisions of the **	**Provisions of the **	**Provisions of the **	Draft Articles	Draft Articles	Draft Articles	Provisions of the Draft Articles
			**of Association **			**for **	A Shares		of Association for A Shares and
									Offshore Preference Shares
									Article 6 of the Articles of
									Association and other articles of
									the Articles of Association will
									come into force at the same time
									upon the approval on the
									domicile in Article 6 of the
									Articles of Association by the
									banking regulatory authority of
									the State Council. Article 6 of the
									original Articles of Association,
									namely, “The domicile of the
									Company: No.160, Shangzhi
									Street, Daoli District, Harbin
									City; postal code: 150010; Tel:
									(86) 0451-86779933; Fax
									number: (86) 0451-86779829.”,
									will continue to be in force before
									the approval on the domicile in
									Article 6 of the Articles of
									Association by the banking
									regulatory authority of the State
									Council.
	4	Article 18	The shares		of the Company shall			be	The shares of the Company shall be
			in the form of stock. All shares						in the form of stock. ~~All shares~~
			issued by		the Company shall			be	~~issued by the T~~he Company shall
			ordinary		shares.		Subject	to	~~be~~have ordinary shares. Subject to
			approval		of	the	approval		approval of the approval
			authorities		authorised		by the State		authorities authorised by the State
			Council, the Company may have						Council, the Company may have
			other kinds of shares				according	to	other kinds of shares such as
			its needs.						preference shares according to its
									needs.
									In the Articles of Association,
									preference shares refer to the
									other classes of shares governed
									separately under the Company
									Law as compared to the ordinary
									shares governed by the general
									provisions. Preference
									shareholders shall participate in
									the distribution of profits and
									residual assets of the Company in
									priority to ordinary
									shareholders, but their rights
									such as participating in decision
									making and management of the
									Company are restricted.

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the Draft Articles	Provisions of the Draft Articles
			of Association for A Shares	of Association for A Shares and
				Offshore Preference Shares
				Unless otherwise specified,
				references in Chapter III to
				Chapter XVI of the Articles of
				Association to share(s) and share
				certificate(s) shall refer to
				ordinary share(s) and ordinary
				share certificate(s) and
				references to shareholders in
				Chapter III to Chapter XVI of
				the Articles of Association shall
				refer to ordinary shareholders.
	5	Article 25	As of 31 March 2014, the share	~~As of 31 March 2014, the~~The
			capital structure of the Company is	share capital structure of the
			as follow: a total of	Company is as follow: a total of
			10,995,599,553 ordinary shares	10,995,599,553 ordinary shares
			have been issued, of which	have been issued, of which
			7,972,029,553 domestic shares	7,972,029,553 domestic shares
			have been issued, representing	have been issued, representing
			approximately 72.50% of the entire	approximately 72.50% of the entire
			ordinary shares the Company may	ordinary shares the Company may
			issue; and 3,023,570,000 H shares	issue; and 3,023,570,000 H shares
			have been issued, representing	have been issued, representing
			approximately 27.50% of the entire	approximately 27.50% of the entire
			ordinary shares the Company may	ordinary shares the Company may
			issue.	issue.
			The above-mentioned share capital	The above-mentioned share capital
			includes shares rationed, presented	includes shares rationed, presented
			and increased over the years by the	and increased over the years by the
			Company as of 31 March 2014.	Company ~~as of 31 March 2014~~.
	6	Article 40	Foreign shares listed overseas (H	Foreign shares listed overseas ~~(H~~
			shares) listed on the Hong Kong	~~shares) ~~listed on the Hong Kong
			Stock Exchange which was fully	Stock Exchange which was fully
			paid can be transferred freely	paid can be transferred freely
			pursuant to the Articles of	pursuant to the Articles of
			Association. However, unless the	Association. However, unless the
			transfer complies with the	transfer complies with the
			following conditions, the Board	following conditions, the Board
			may refuse to recognise any	may refuse to recognise any
			transfer documents without stating	transfer documents without stating
			any reasons therefor:	any reasons therefor:
			�	�
			(2) the transfer documents only	(2) the transfer documents only
			involve the foreign shares listed	involve the foreign shares listed
			overseas (H shares) listed on the	overseas ~~(H shares) ~~listed on the
			Hong Kong Stock Exchange;	Hong Kong Stock Exchange;

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

No. Articles Provisions of the Draft Articles Provisions of the Draft Articles of Association for A Shares of Association for A Shares and Offshore Preference Shares 7 Article 41 Shareholders of foreign shares Shareholders of foreign shares listed overseas (H shares) listed in listed overseas ~~(H shares)~~ listed in Hong Kong shall transfer all or part Hong Kong shall transfer all or part of the shares by an instrument in of the shares by an instrument in writing in any usual or common writing in any usual or common form or any other form which the form or any other form which the Board may approve or standard Board may approve or standard transfer form specified by the stock transfer form specified by the stock exchange in the place where the exchange in the place where the Company’s shares are listed. The Company’s shares are listed. The instrument of transfer of the share instrument of transfer of the share shall be executed by hand. If the shall be executed by hand. If the transferor or transferee is a transferor or transferee is a recognised clearing institution as recognised clearing institution as defined in the Securities and defined in the Securities and Futures Ordinance of Hong Kong Futures Ordinance of Hong Kong or its agent, the share transfer form or its agent, the share transfer form may be executed by hand or in may be executed by hand or in mechanically-printed form. All mechanically-printed form. All instruments of transfer shall be instruments of transfer shall be placed at the legal address of the placed at the legal address of the Company or other places that the Company or other places that the Board may designate. Board may designate. 8 Article 51 The Company shall maintain a The Company shall maintain a complete register of shareholders. complete register of shareholders. The register of shareholders shall The register of shareholders shall include the following parts: include the following parts: (1) the register of shareholders (1) the register of shareholders maintained at the Company’s maintained at the Company’s domicile, other than those as domicile, other than those as described in items (2) and (3) of described in items (2) and (3) of this article; this article; (2) the register of shareholders in (2) the register of shareholders in respect of the holders of overseasrespect of the holders of overseaslisted foreign shares of the listed foreign shares (H shares) of Company maintained at the place the Company maintained at the where the overseas stock exchange place where the overseas stock on which the shares are listed is exchange on which the shares are located; and listed is located; and (3) the register of shareholders (3) the register of shareholders maintained at such other places as maintained at such other places as the Board may consider necessary the Board may consider necessary for the purpose of listing of the for the purpose of listing of the Company’s shares. Company’s shares.

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the Draft Articles	Provisions of the Draft Articles
			of Association for A Shares	of Association for A Shares and
				Offshore Preference Shares
	9	Article 53	Registration of change in the	Registration of change in the
			register of holders of H shares due	register of ~~holders of H shares~~
			to shares transfer shall not be	shareholders due to shares
			allowed within thirty (30) days	transfer shall not be allowed within
			prior to the date of a general	thirty (30) days prior to the date of
			meeting or within five (5) days	a general meeting or within five (5)
			before the base date set by the	days before the base date set by the
			Company for the purpose of	Company for the purpose of
			distribution of dividends.	distribution of dividends.
	10	Article 56	Any shareholder who is registered	Any shareholder who is registered
			in, or any person who requests to	in, or any person who requests to
			have his name registered in, the	have his name registered in, the
			register of shareholders may, if his	register of shareholders may, if his
			share certificates (the “original	share certificates (the “original
			certificates”) are lost, stolen or	certificates”) are lost, stolen or
			ruined, apply to the Company for a	ruined, apply to the Company for a
			replacement share certificate in	replacement share certificate in
			respect of such shares (the	respect of such shares (the
			“relevant shares”).	“relevant shares”).
			If a holder of domestic shares loses	If a holder of domestic shares loses
			his share certificates and applies	his share certificates and applies
			for their replacement, it shall be	for their replacement, it shall be
			dealt with in accordance with	dealt with in accordance with
			regulations in the Article 144 of the	regulations in the Article 144 of the
			Company Law.	Company Law.
			If a holder of overseas-listed	If a holder of overseas-listed
			foreign shares loses his share	foreign shares loses his share
			certificates and applies for their	certificates and applies for their
			replacements, it may be dealt with	replacements, it may be dealt with
			in accordance with the laws of the	in accordance with the laws of the
			place where the original register of	place where the original register of
			holders of foreign shares listed	holders of foreign shares listed
			overseas is maintained, the rules of	overseas is maintained, the rules of
			the stock exchange or other	the stock exchange or other
			relevant regulations.	relevant regulations.
			The issuance of replacement share	The issuance of replacement share
			certificates which are lost, stolen	certificates which are lost, stolen
			or ruined to holders of H shares	or ruined to holders of H shares or
			who apply for a replacement shall	other foreign shares (if
			comply with the following	applicable) who apply for a
			requirements: �	replacement shall comply with the
				following requirements: �
	11	Article 66	Shareholders of the Company shall	Ordinary s~~S~~hareholders of the
			perform the following obligations:	Company shall perform the
			�	following obligations: �

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

No.	Articles	**Provisions of the **	Draft Articles	Draft Articles		Provisions of the Draft Articles
		of Association for A Shares				of Association for A Shares and
						Offshore Preference Shares
12	Article 71	The shareholders’ general		meeting		The shareholders’ general meeting
		is the organ of	power	of the		is the organ of power of the
		Company which	exercises the			Company which exercises the
		following functions and		powers		following functions and powers
		according to law: �				according to law: �
		(16) examining and approving				(16) examining and approving
		equity incentive plans; and				equity incentive plans; ~~and~~
		(17) examining	other	matters		(17) to determine the issuance of
		which shall be decided		by the		preference shares; to determine
		shareholders’ general		meeting		or authorise the Board of
		according to	the	laws,		Directors to determine matters
		administrative	regulations,			relating to preference shares
		departmental rules, securities				issued by the Company,
		regulatory body	where the			including but not limited to
		Company’s stocks	are listed for			redemption, conversion and
		trading, the Articles of Association,				distribution of dividends; and
		and the Company’s other rules.		internal		~~(17)~~(18) examining other matters which shall be decided by the
						shareholders’ general meeting
						according to the laws,
						administrative regulations,
						departmental rules, securities
						regulatory body where the
						Company’s stocks are listed for
						trading, the Articles of Association,
						and the Company’s other internal
						rules.

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

No.	Articles	Articles	Provisions of the Draft Articles	Provisions of the Draft Articles
			of Association for A Shares	of Association for A Shares and
				Offshore Preference Shares
13	Article	79	The following procedures shall be	The following procedures shall be
			followed where shareholders	followed where shareholders
			require to convene an	require to convene an
			extraordinary general meeting of	extraordinary general meeting of
			shareholders or a classified	shareholders or a classified
			shareholder meeting:	shareholder meeting:
			(1) The shareholders that solely or	(1) The shareholders that solely or
			collectively hold ten percent (10%)	collectively hold ten percent (10%)
			or more shares of the Company can	or more voting shares of the
			sign one or several written requests	Company can sign one or several
			in the same form and contents to	written requests in the same form
			submit to the board of directors to	and contents to submit to the board
			require the latter to convene an	of directors to require the latter to
			extraordinary general meeting of	convene an extraordinary general
			shareholders or a classified	meeting of shareholders or a
			shareholders’ meeting and explain	classified shareholders’ meeting
			the subject of the meeting. The	and explain the subject of the
			board of directors shall give a	meeting. The board of directors
			written reply on agreeing or	shall give a written reply on
			disagreeing to convene an	agreeing or disagreeing to convene
			extraordinary general meeting of	an extraordinary general meeting
			shareholders or a classified	of shareholders or a classified
			shareholders’ meeting within 10	shareholders’ meeting within 10
			days upon receipt of the request in	days upon receipt of the request in
			accordance with the laws,	accordance with the laws,
			administrative regulations and the	administrative regulations and the
			Articles of Association;	Articles of Association;

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

No. Articles Provisions of the Draft Articles Provisions of the Draft Articles of Association for A Shares of Association for A Shares and Offshore Preference Shares (2) Where the board of directors (2) Where the board of directors agrees to hold an extraordinary agrees to hold an extraordinary general meeting of shareholders or general meeting of shareholders or a classified shareholders meeting, a classified shareholders meeting, it shall send out a notice within 5 it shall send out a notice within 5 days after the resolution of the days after the resolution of the board of directors is made, any board of directors is made, any changes made to the original changes made to the original proposal in the notices shall obtain proposal in the notices shall obtain the consent of the relevant the consent of the relevant shareholders; shareholders; (3) Where the board of directors (3) Where the board of directors does not agree to hold an does not agree to hold an extraordinary general meeting of extraordinary general meeting of shareholders or classified shareholders or classified shareholders’ meeting or fails to shareholders’ meeting or fails to give a reply within ten (10) days give a reply within ten (10) days upon receipt of the proposal, the upon receipt of the proposal, the shareholders that solely or shareholders that solely or collectively hold ten percent (10%) collectively hold ten percent (10%) or more shares of the Company or more voting shares of the shall have the right to propose the Company shall have the right to board of supervisors to hold an propose the board of supervisors to extraordinary general meeting of hold an extraordinary general shareholders, and shall put forward meeting of shareholders, and shall the request to the board of put forward the request to the supervisors in written form; board of supervisors in written (4) Where the board of supervisors form; agrees to hold an extraordinary (4) Where the board of supervisors general meeting of shareholders or agrees to hold an extraordinary a classified shareholders’ meeting, general meeting of shareholders or it shall send out a notice within 5 a classified shareholders’ meeting, days upon receipt of the request, it shall send out a notice within 5 any changes made to the original days upon receipt of the request, proposal in the notices shall obtain any changes made to the original the consent of the relevant proposal in the notices shall obtain shareholders; and the consent of the relevant (5) Where the board of supervisors shareholders; and fails to send out a notice on the (5) Where the board of supervisors extraordinary general meeting of fails to send out a notice on the shareholders or classified extraordinary general meeting of shareholders meeting within the shareholders or classified prescribed time limit, it shall be shareholders meeting within the regarded that the board of prescribed time limit, it shall be supervisors will not convene or regarded that the board of preside over the meeting, and the supervisors will not convene or shareholders that solely or preside over the meeting, and the collectively hold ten percent (10%) shareholders that solely or or more shares of the Company for collectively hold ten percent (10%) consecutively ninety (900 or more or more voting shares of the days may hold or preside over the Company for consecutively ninety meeting on their own initiatives. (900 or more days may hold or preside over the meeting on their own initiatives.

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

No.	Articles	Provisions of the Draft Articles	Provisions of the Draft Articles
		of Association for A Shares	of Association for A Shares and
			Offshore Preference Shares
14	Article 80	Where the board of supervisors or	Where the board of supervisors or
		shareholders decide to convene the	shareholders decide to convene the
		shareholders’ general meeting on	shareholders’ general meeting on
		its/their own initiative, it/they shall	its/their own initiative, it/they shall
		send out a written notice to the	send out a written notice to the
		board of directors, and shall put on	board of directors, and shall put on
		the records of the dispatched office	the records of the dispatched office
		of the securities regulatory	of the securities regulatory
		authority of the State Council at	authority of the State Council at
		the locality of the Company, the	the locality of the Company, the
		banking regulatory authority of the	banking regulatory authority of the
		State Council and the Stock	State Council and the Stock
		Exchange where the Company’s	Exchange where the Company’s
		stocks are listed for trading.	stocks are listed for trading.
		Before the resolution of the	Before the resolution of the
		shareholders’ general meeting is	shareholders’ general meeting is
		announced, the proportion of	announced, the proportion of
		shares held by the summoning	voting shares held by the
		shareholders shall be no less than	summoning shareholders shall be
		ten percent (10%).	no less than ten percent (10%).
		The shareholders that convene the	The shareholders that convene the
		meeting shall, when sending out a	meeting shall, when sending out a
		notice on meeting and circulating	notice on meeting and circulating
		an announcement on the resolution	an announcement on the resolution
		of the shareholders’ general	of the shareholders’ general
		meeting, submit the relevant	meeting, submit the relevant
		certification materials to the	certification materials to the
		securities regulatory authority of	securities regulatory authority of
		the State Council at the locality of	the State Council at the locality of
		the Company and the Stock	the Company and the Stock
		Exchange where the Company’s	Exchange where the Company’s
		stocks are listed for trading.	stocks are listed for trading.

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the Draft Articles	Provisions of the Draft Articles
			of Association for A Shares	of Association for A Shares and
				Offshore Preference Shares
	15	Article 84	Where the Company convenes a	Where the Company convenes a
			shareholders’ general meeting, the	shareholders’ general meeting, the
			board of directors, the board of	board of directors, the board of
			supervisors and the shareholders	supervisors and the shareholders
			that solely or collectively hold	that solely or collectively hold
			three percent (3%) or more of the	three percent (3%) or more of the
			shares of the Company may put	voting shares of the Company may
			forward a proposal to the	put forward a proposal to the
			Company.	Company.
			The shareholders that solely or	The shareholders that solely or
			collectively hold three percent	collectively hold three percent
			(3%) or more of the shares of the	(3%) or more of the voting shares
			Company may put forward an	of the Company may put forward
			interim proposal and submit it to	an interim proposal and submit it to
			the convener in written form within	the convener in written form within
			ten (10) days before the meeting is	ten (10) days before the meeting is
			held. The convener shall issue a	held. The convener shall issue a
			supplementary notice on the	supplementary notice on the
			meeting and announce the contents	meeting and announce the contents
			of the interim proposal within two	of the interim proposal within two
			(2) days upon receipt of the	(2) days upon receipt of the
			aforesaid proposal. If the listing	aforesaid proposal. If the listing
			rules state otherwise where the	rules state otherwise where the
			Company’s stocks are listed, the	Company’s stocks are listed, the
			contents shall meet the rules as	contents shall meet the rules as
			well.	well.
			Unless it is prescribed by the	Unless it is prescribed by the
			preceding paragraph, the convener	preceding paragraph, the convener
			shall, after sending out a notice on	shall, after sending out a notice on
			the shareholders’ general meeting,	the shareholders’ general meeting,
			not amend the proposal as	not amend the proposal as
			mentioned in the aforesaid notice	mentioned in the aforesaid notice
			or add any new proposal.	or add any new proposal.
			The shareholders’ general meeting	The shareholders’ general meeting
			shall not vote on or make a	shall not vote on or make a
			resolution for any proposal that is	resolution for any proposal that is
			not listed in the notice on the	not listed in the notice on the
			general meeting of shareholders or	general meeting of shareholders or
			that is inconsistent with Article 83	that is inconsistent with Article 83
			of the Articles of Association.	of the Articles of Association.

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

No. Articles Provisions of the Draft Articles Provisions of the Draft Articles of Association for A Shares of Association for A Shares and Offshore Preference Shares 16 Article 89 Unless otherwise required by Unless otherwise required by relevant laws, regulations, listing relevant laws, regulations, listing rules of place(s) where the rules of place(s) where the Company’s shares are listed or the Company’s shares are listed or the Articles of Association, the notice, Articles of Association, the notice, information or written statement information or written statement for the shareholders’ general for the shareholders’ general meeting shall be served on the meeting shall be served on the shareholders (whether or not shareholders entitled to attend the entitled to vote at the general general meeting (whether or not meeting) by special appointed entitled to vote at the general person or prepaid mail, or meeting) by special appointed publication on our website or other person or prepaid mail, or methods stipulated in the Articles publication on our website or other of Association. The recipient methods stipulated in the Articles address in the register of of Association. The recipient shareholders shall prevail. For the address in the register of holders of domestic shares, the shareholders shall prevail. For the notice of the shareholders’ general holders of domestic shares, the meeting may be issued in the form notice of the shareholders’ general of public notice. meeting may be issued in the form The public notice in the preceding of public notice. paragraph shall be published in one The public notice in the preceding or more newspapers designated by paragraph shall be published in one the securities regulatory authority or more newspapers designated by of the State Council between fortythe securities regulatory authority five (45) to fifty (50) days before of the State Council between fortythe date of the general meeting. five (45) to fifty (50) days before After the publication of such the date of the general meeting. notice, the holders of domestic After the publication of such shares shall be deemed to have notice, the holders of domestic received the notice of the relevant shares shall be deemed to have shareholders’ general meeting. received the notice of the relevant shareholders’ general meeting.

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the Draft Articles	Provisions of the Draft Articles
			of Association for A Shares	of Association for A Shares and
				Offshore Preference Shares
	17	Article	Independent directors may express	Independent directors may express
		163	objective and impartial	objective and impartial
			independent opinions on the	independent opinions on the
			matters discussed on the Board of	matters discussed on the Board of
			Directors, and independent	Directors, and independent
			directors shall be particularly	directors shall be particularly
			concerned about the following	concerned about the following
			issues when expressing their	issues when expressing their
			opinions:	opinions:
			(1) the associated/connected	(1) the associated/connected
			transactions that shall be submitted	transactions that shall be submitted
			to the Board of Directors or the	to the Board of Directors or the
			shareholders’ general meeting for	shareholders’ general meeting for
			deliberation in accordance with	deliberation in accordance with
			laws, administrative regulations,	laws, administrative regulations,
			departmental rules, the provisions	departmental rules, the provisions
			of the securities regulatory	of the securities regulatory
			authority of the place where the	authority of the place where the
			shares of the Company are listed,	shares of the Company are listed,
			the Articles of Association and	the Articles of Association and
			other internal systems of the	other internal systems of the
			Company;	Company;
			(2) profit distribution programmes;	(2) profit distribution programmes;
			(3) engagement and dismissal of	(3) engagement and dismissal of
			senior management personnel;	senior management personnel;
			(4) matters that may result in	(4) matters that may result in
			significant losses to the Company;	significant losses to the Company;
			(5) matters that may harm the	(5) matters that may harm the
			interests of depositor or medium	interests of depositor or medium
			and minor shareholders; and	and minor shareholders; ~~and~~
			(6) the employment of external	(6) the effect of the issuance of
			auditor, etc.	preference shares on the rights
				and interests of every class of
				shareholders; and
				~~(6)~~(7) the employment of external
				auditor, etc.

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the Draft Articles		Provisions of the Draft Articles
			of Association for A Shares		of Association for A Shares and
					Offshore Preference Shares
	18	Article	The Company shall deposit its		The Company shall deposit its
		290	financial reports at the Company		financial reports at the Company
			for inspection by the shareholders		for inspection by the shareholders
			at least twenty (20) days before the		at least twenty (20) days before the
			convening of the annual		convening of the annual
			shareholders’ general meeting.		shareholders’ general meeting.
			Each shareholder of the company is		Each shareholder of the company is
			entitled to obtain financial reports		entitled to obtain financial reports
			mentioned in this chapter.		mentioned in this chapter.
			The Company shall send the		The Company shall send the
			aforementioned report to each		aforementioned report to each
			H-shareholder by prepaid mail or		H-shareholder or holder of other
			releasing on the website of the		foreign shares (if applicable) by
			Company or other ways stipulated		prepaid mail or releasing on the
			in the Articles of Association at		website of the Company or other
			least twenty-one (21) days before		ways stipulated in the Articles of
			the convening of the annual		Association at least twenty-one
			shareholders’ general meeting, and		(21) days before the convening of
			the addresses of the recipients shall		the annual shareholders’ general
			be the registered addresses as		meeting, and the addresses of the
			shown on the register of		recipients shall be the registered
			shareholders.		addresses as shown on the register
					of shareholders.

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the Draft Articles	Provisions of the Draft Articles	Provisions of the Draft Articles
			of Association for A Shares		of Association for A Shares and
					Offshore Preference Shares
	19	Article	The profits after income tax paid		The profits after income tax paid
		293	by the Company shall	be	by the Company shall be
			distributed in the following order:		distributed in the following order:
			(1) To make up the losses of	the	(1) To make up the losses of the
			previous years;		previous years;
			(2) To extract ten percent (10%) of		(2) To extract ten percent (10%) of
			the statutory accumulation fund;		the statutory accumulation fund;
			(3) To extract fund for general		(3) To extract fund for general
			(risk) preparation;		(risk) preparation;
			(4) To extract the any accumulation		(4) To extract the any accumulation
			fund by the resolutions	of	fund by the resolutions of
			shareholders’ general meeting; and		shareholders’ general meeting; and
			(5) To distribute profits	to	(5) To distribute profits to
			shareholders.		shareholders.
			To distribute the profits in light of		To distribute the profits in light of
			the proportions of shares held	by	the proportions of shares held by
			shareholders, unless it is instructed		shareholders, unless it is instructed
			by the Articles of Association	to	by the Articles of Association to
			not distribute profits according	to	not distribute profits according to
			the proportions of shares held	by	the class and the proportions of
			shareholders.		shares held by shareholders.
			If the shareholder’ meeting		If the shareholder’ meeting
			distributes the profits by violating		distributes the profits by violating
			the provisions of the preceding		the provisions of the preceding
			paragraph before the Item (1)	to	paragraph before the Item (1) to
			(4), the profits distributed must	be	(4), the profits distributed must be
			refunded to the Company.		refunded to the Company.
			No profit may be distributed for	the	No profit may be distributed for the
			Company’s shares held by	the	Company’s shares held by the
			Company.		Company.
					The payment of dividends on
					preference shares should be
					subject to laws, administrative
					regulations, rules, relevant
					provisions of the securities
					regulatory authorities where the
					Company’s shares are listed and
					the preference shares are issued
					or listed, and the Articles of
					Association.

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

No. Articles Provisions of the Draft Articles Provisions of the Draft Articles of Association for A Shares of Association for A Shares and Offshore Preference Shares 20 Article The Company shall engage a The Company shall engage a 298 receiving agent on behalf of the receiving agent on behalf of the holders of overseas listed foreign holders of overseas listed foreign shares, to receive dividends of shares, to receive dividends of overseas listed foreign shares and overseas listed foreign shares and all other monies owing by the all other monies owing by the Company in respect of such shares Company in respect of such shares on behalf of such shareholders. on behalf of such shareholders. The receiving agent engaged by the The receiving agent engaged by the Company shall satisfy the relevant Company shall satisfy the relevant requirements of the laws of the requirements of the laws of the place and relevant regulations of place and relevant regulations of the stock exchange where the the stock exchange where the Company’s shares are listed. The Company’s shares are listed. The receiving agent on behalf of receiving agent on behalf of holders of H shares engaged by the holders of H shares or other Company shall be a trust company foreign shares (if applicable) registered under the Trustee engaged by the Company shall be a Ordinance of Hong Kong. trust company registered under the Trustee Ordinance of Hong Kong.

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

No. Articles Provisions of the Draft Articles Provisions of the Draft Articles of Association for A Shares of Association for A Shares and Offshore Preference Shares 21 Article After checking the Company’s After checking the Company’s 330 assets and preparing a balance assets and preparing a balance sheet and an inventory of assets, sheet and an inventory of assets, the liquidation committee shall the liquidation committee shall formulate a liquidation plan and formulate a liquidation plan and submit to the shareholders’ general submit to the shareholders’ general meeting or the People’s Court for meeting or the People’s Court for confirmation. confirmation. After paying the liquidation cost, After paying the liquidation cost, staff salary, labour insurance, staff salary, labour insurance, statutory compensation and the statutory compensation and the outstanding taxes respectively, and outstanding taxes respectively, and after repayment of its debts in after repayment of its debts in accordance with the provisions accordance with the provisions above, the remaining assets of the above, the remaining assets of the Company shall be distributed to the Company shall be distributed to the shareholders of the Company in shareholders of the Company ~~in~~ proportion to their respective ~~proportion to their respective~~ shareholdings. ~~shareholdings~~ according to the During the liquidation period, the proportion and class of their Company shall continue to exist respective shareholdings. Preference shareholders will be but shall not carry out any business activities not relating to entitled to an amount on liquidation. The assets of the liquidation equal to the Company shall not be distributed aggregate value of the preference shares then issued and to the shareholders before the repayment in accordance with outstanding plus any declared provisions of the preceding but unpaid dividends for the current period. If there are paragraph. insufficient residual assets, the distribution will be made ratably according to the aggregate value of the preference shares held by each preference shareholder as a proportion of the aggregate value of all preference shares.

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the Draft Articles	Provisions of the Draft Articles	Provisions of the Draft Articles
			of Association for A Shares		of Association for A Shares and
					Offshore Preference Shares
					During the liquidation period, the
					Company shall continue to exist
					but shall not carry out any business
					activities not relating to
					liquidation. The assets of the
					Company shall not be distributed
					to the ordinary shareholders
					before the repayment in accordance
					with provisions of the preceding
					paragraph. The remaining assets
					of the Company after settlement
					in accordance with provisions of
					the preceding paragraph will be
					distributed to the ordinary
					shareholders of the Company in
					proportion to the shareholding of
					ordinary shares held by them.
	22				Chapter XVII Special Provisions
					on Preference Shares
					(Note: This Chapter and the
					articles in this chapter are newly
					added and the numbering of the
					chapters and articles after this
					chapter will be adjusted
					accordingly.)
	23	Article			Unless otherwise specified in
		341			laws, administrative regulations,
					departmental rules, regulations
					of the securities regulatory
					authorities in the place where the
					shares of the Company are listed
					and this Chapter, the rights and
					obligations of preference
					shareholders and management of
					preference shares shall be
					governed by the provisions
					relating to ordinary shares in the
					Articles of Association.

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

No.	No.	Articles	Provisions of the Draft Articles Provisions of the Draft Articles	Provisions of the Draft Articles Provisions of the Draft Articles	Provisions of the Draft Articles Provisions of the Draft Articles
			of Association for A Shares		of Association for A Shares and
					Offshore Preference Shares
24		Article			The number of preference shares
		342			issued by the Company shall not
					exceed 50% of the total number
					of ordinary shares of the
					Company, and the capital raised
					from the issue of preference
					shares shall not be more than
					50% of the net assets of the
					Company prior to the relevant
					issuance (excluding the
					preference shares that have been
					redeemed or converted).
25		Article			In accordance with relevant rules
		343			on regulatory capital for
					commercial banks, the Company
					may formulate terms governing
					the mandatory conversion of the
					preference shares into ordinary
					shares, namely, upon the
					occurrence of certain trigger
					events, the Company shall
					convert the preference shares
					into ordinary shares in
					accordance with the conversion
					price and conversion amount as
					determined at the time of
					issuance of the preference shares.
					In circumstances when the
					preference shares are
					mandatorily converted into
					ordinary shares, the Company
					shall report such conversion to
					banking regulatory authorities
					under the State Council for
					review and approval.

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the Draft Articles	Provisions of the Draft Articles	Provisions of the Draft Articles
			of Association for A Shares		of Association for A Shares and
					Offshore Preference Shares
	26	Article			The preference shares issued by
		344			the Company shall not have any
					put option, and the preference
					shareholders shall have no right
					to require the Company to
					redeem preference shares.
					Subject to the approval of the
					banking regulatory authorities
					under the State Council and
					upon compliance with the
					relevant requirements, the
					Company has the right to redeem
					all or part of the preference
					shares after the fifth year
					following the date of the relevant
					issuance of the preference shares.
					The redemption period of the
					preference shares commences on
					such date as agreed upon at the
					time of issuance of the preference
					shares and ends on the date of
					redemption or conversion of all
					the preference shares. The
					Company shall write down the
					total amount of outstanding
					preference shares after the
					Company redeems the preference
					shares.
					The exercise by the Company of
					its right to redeem the preference
					shares shall be subject to the
					fulfilment of the following
					conditions:
					(1) the Company shall use
					capital instruments of the
					same or superior quality to
					replace the preference
					shares to be redeemed and
					such replacement shall only
					be made at a time at which
					the Company has a
					sustainable income
					generating capability; or

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the Draft Articles	Provisions of the Draft Articles	Provisions of the Draft Articles	Provisions of the Draft Articles	Provisions of the Draft Articles
			of Association for A Shares		**of **	Association for A Shares and
						Offshore Preference Shares
					(2)		the capital position of the
							Company immediately after
							redemption of the
							preference shares will
							remain significantly higher
							than the regulatory capital
							requirements prescribed by
							the banking regulatory
							authorities under the State
							Council.
					**The **		redemption price of offshore
					preference shares will be an
					amount equal to the issue price
					plus		the amount of dividend
					declared but unpaid for the
					current period.
	27	Article			Preference shareholders of the
		345			Company shall enjoy the
					following rights:
					(1)		to receive distribution of
							dividends in priority to
							ordinary shareholders;
					(2)		to receive distribution of
							residual assets of the
							Company on liquidation in
							priority to ordinary
							shareholders;
					(3)		upon the occurrence of the
							circumstances provided in
							Article 347, to attend and
							vote at shareholders’
							general meetings;
					(4)		upon the occurrence of the
							circumstances provided in
							Article 348, to have its
							voting rights restored in
							accordance with the
							requirements of that
							Article;
					(5)		to make proposals or
							inquiries in relation to the
							business operations and
							activities of the Company;

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the Draft Articles **Provisions of the **	Provisions of the Draft Articles **Provisions of the **	Provisions of the Draft Articles **Provisions of the **	Provisions of the Draft Articles **Provisions of the **	Provisions of the Draft Articles **Provisions of the **	Provisions of the Draft Articles **Provisions of the **	Draft Articles
			of Association for A Shares **of **					**Association for **	A Shares and
								Offshore Preference Shares
							(6)	to inspect the Company’s
								Articles of	Association,
								register of	shareholders,
								record of	bondholders,
								minutes of	shareholders’
								general	meetings,
								resolutions of meetings of
								the Board	of Directors,
								resolutions of meetings of
								the Board of Supervisors
								**and financial **	reports; and
							(7)	other rights	conferred to
								preference shareholders by
								laws,	administrative
								regulations,	departmental
								rules and the Articles of
								Association.

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the Draft Articles	Provisions of the Draft Articles	Provisions of the Draft Articles	Provisions of the Draft Articles
			of Association for A Shares		**of **	Association for A Shares and
						Offshore Preference Shares
	28	Article			Only votes of ordinary shares
		346			and votes of preference shares
					with restored voting rights shall
					**be **	counted when calculating the
					proportion of shares in the event
					**of **	the following:
					(1)	a request to convene an
						extraordinary general
						meeting of shareholders;
					(2)	a request to convene and
						preside over a general
						meeting of shareholders;
					(3)	a request to submit an
						interim proposal to a
						general meeting of
						shareholders;
					(4)	a request to nominate the
						directors and supervisors
						who are not staff
						representatives of the
						Company;
					(5)	identifying controlling
						shareholder(s) according to
						the relevant provisions of
						the Articles of Association;
					(6)	identifying person(s)
						restricted from serving as
						independent directors of the
						Company according to the
						related provisions of the
						Articles of Association;
					(7)	identifying the list of the ten
						largest shareholders of the
						Company and the number
						of shares held by them and
						the shareholder(s) holding
						5% or more of the shares of
						the Company in accordance
						with relevant provisions of
						the Securities Law; and
					(8)	other circumstances
						provided under laws,
						administrative regulations,
						departmental regulations
						and the Articles of
						Association.

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

No.	Articles	Articles	Provisions of the Draft Articles Provisions of the Draft Articles	Provisions of the Draft Articles Provisions of the Draft Articles	Provisions of the Draft Articles Provisions of the Draft Articles	Provisions of the Draft Articles Provisions of the Draft Articles	Provisions of the Draft Articles Provisions of the Draft Articles	Provisions of the Draft Articles Provisions of the Draft Articles	Provisions of the Draft Articles Provisions of the Draft Articles
			of Association for A Shares			**of **		Association for A Shares and
								Offshore Preference Shares
29	Article					**The **			preference shareholders are
	347					not			entitled to attend any
						shareholders’ general meeting of
						the			Company nor do the
						preference shares carry voting
						rights in any shareholders’
						general meeting other than in the
						following circumstances:
						(1)			amendments to the Articles
									of Association that relate to
									preference shares;
						(2)			reduction of the registered
									capital of the Company by
									more than 10% on a single
									or aggregate basis;
						(3)			merger, division, dissolution
									or change of corporate form
									of the Company;
						(4)			issuance of preference
									shares by the Company; and
						(5)			other events specified in
									laws, administrative rules
									and departmental
									regulations and the Articles
									of Association.

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

No.	Articles	Articles	Provisions of the Draft Articles	Provisions of the Draft Articles	Provisions of the Draft Articles	Provisions of the Draft Articles	Provisions of the Draft Articles
			of Association for A Shares				of Association for A Shares and
							Offshore Preference Shares
							On the occurrence of any of the
							above matters, the Company
							shall notify preference
							shareholders of the shareholders’
							general meeting and follow the
							notice procedures to ordinary
							shareholders as provided under
							the Articles of Association. The
							preference shareholders are
							entitled to vote at a separate class
							meeting with respect to the above
							matters and each preference
							share shall have one vote
							(preference shares held by the
							Company do not entitle the
							Company to vote).
							Resolutions relating to the above
							matters shall be approved by
							more than two thirds of the votes
							held by ordinary shareholders
							present at the meeting (including
							preference shareholders with
							restored voting rights) and by
							more than two thirds of the votes
							held by preference shareholders
							present at the meeting (excluding
							preference shareholders with
							restored voting rights).

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

	No.	Articles **Provisions of **	Articles **Provisions of **	the Draft Articles Provisions of the Draft Articles	the Draft Articles Provisions of the Draft Articles	the Draft Articles Provisions of the Draft Articles	the Draft Articles Provisions of the Draft Articles
			of Association for A Shares			of Association for A Shares and
						Offshore Preference Shares
	30	Article				In the event that the Company
		348				fails to pay the prescribed
						dividend to the preference
						shareholders for three financial
						years in aggregate or two
						consecutive financial years, the
						preference shareholders will
						have the right to attend and vote
						at the shareholders’ general
						meetings as if they are ordinary
						shareholders from the day
						immediately after the
						shareholders’ general meeting
						resolves that the Company will
						not pay the prescribed dividend
						for the current dividend period.
						The voting rights of the
						preference shareholders will
						remain restored until the
						Company pays the current
						period dividend of preference
						shares in full.

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the Draft Articles	Provisions of the Draft Articles	Provisions of the Draft Articles
			of Association for A Shares		of Association for A Shares and
					Offshore Preference Shares
					The formula for calculating the
					voting rights of the preference
					shares with restored voting
					rights is as follows: Q = V/P x
					conversion exchange rate, with
					any fractional restored voting
					right rounded down to the
					nearest whole number.
					Where: “Q” denotes the H share
					voting rights restored from the
					preference shares held by each
					preference shareholder; “V”
					denotes the aggregate value of
					the preference shares with
					restored voting rights held by
					each preference shareholder; “P”
					denotes the conversion price,
					where the initial conversion price
					is equal to the initial mandatory
					conversion price; and the
					“conversion exchange rate”
					refers to the cross rate between
					Hong Kong dollars and the
					currency in which the relevant
					series of the offshore preference
					shares are denominated based on
					the RMB central parity rate
					published by the China Foreign
					Exchange Trading System on the
					trading date preceding the date
					of the announcement of the
					passing of the Board of Directors
					resolution in respect of the
					preference share issuance plan.
					The adjustment method of P shall
					be determined as prescribed at
					the time of issuance of preference
					shares.

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of the Draft Articles	Provisions of the Draft Articles	Provisions of the Draft Articles	Provisions of the Draft Articles	Provisions of the Draft Articles
			**of **	Association for A Shares	**of **	Association for A Shares and
						Offshore Preference Shares
	31	Article			The		dividend policy of the
		349			preference shares of the
					Company is as follows:
					(1)		The dividend rate for the
							issued and outstanding
							preference shares of the
							Company consists of the
							benchmark rate and the
							fixed spread. The dividend
							rate may be adjusted at
							different intervals. During a
							specified period after
							issuance of the preference
							shares, the dividend rate
							will remain the same and
							during any adjusted
							dividend rate period, the
							dividend rate will remain
							the same.
					(2)		Preference shareholders
							shall rank in priority to the
							ordinary shareholders in
							terms of dividend
							distribution and the
							preference shares shall be
							entitled to the dividend rate
							and distribution of profits
							in accordance with the
							agreed terms. Dividends to
							the preference shareholders
							shall be payable in cash.
							The Company shall not
							distribute any profits to
							ordinary shareholders
							before the payment of
							prescribed dividends in full.
					(3)		According to requirements
							of the banking regulatory
							authorities under the State
							Council, the Company shall
							have the right to cancel
							dividend payments on the
							preference shares in whole
							or in part at its discretion
							and this will not constitute
							an event of default.

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

No.	Articles	Articles	Provisions of the Draft Articles	Provisions of the Draft Articles	Provisions of the Draft Articles	Provisions of the Draft Articles	Provisions of the Draft Articles	Provisions of the Draft Articles
			**of Association for A **	Shares		**of **	Association for A Shares and
							Offshore Preference Shares
						(4)		After receiving the
								dividends at the prescribed
								dividend rate, the
								preference shareholders
								shall not be entitled to any
								distribution of residual
								profits of the Company
								together with the ordinary
								shareholders. In the event of
								any cancellation by the
								Company of all or part of
								the dividends on the
								preference shares, any
								amount of dividends not
								paid to the preference
								shareholders in full in the
								current period will not be
								accumulated to the
								following dividend periods.
32	Article		All “over”, “within” in the Articles			All		“over”, “within” in the Articles
	353		of Association include the relevant			of Association include the relevant
			figure itself; “exceed”, “less than”,			figure itself; “exceed”, “less than”,
			and “lower than” does not include			and “lower than” does not include
			the relevant figure itself.			the		relevant figure itself.
						References to “total voting
						shares” shall only count the total
						number of ordinary shares and
						preference shares with restored
						voting rights.

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APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

COMPARATIVE TABLE OF THE DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of Draft Rules of	Provisions of Draft Rules of	Provisions of Draft Rules of
			Procedure for A Shares		Procedure for A Shares and
					Offshore Preference Shares
	1	Article 5	The annual meeting shall be held		The annual meeting shall be held
			once every year within six	(6)	once every year within six (6)
			months upon conclusion of	the	months upon conclusion of the
			previous fiscal year. If, for any		previous fiscal year. If, for any
			special reasons, a shareholders’		special reasons, a shareholders’
			general meeting is postponed,	the	general meeting is postponed, the
			Company shall timely explain	or	Company shall timely explain or
			report such postponement to	the	report such postponement to the
			dispatched office of the CSRC at		banking regulatory authority of
			the locality of the Company and		the State Council, the dispatched
			the stock exchange where	the	office of the CSRC at the locality
			Company’s stocks are listed	for	of the Company and the stock
			trading. The Company shall also		exchange where the Company’s
			perform its disclosure obligations		stocks are listed for trading. The
			in accordance with requirements of		Company shall also perform its
			the stock exchange where	the	disclosure obligations in
			Company’s stocks are listed.		accordance with requirements of
					the stock exchange where the
					Company’s stocks are listed.
	2	Article 11	The shareholders’ general meeting		The shareholders’ general meeting
			is the organ of power of	the	is the organ of power of the
			Company which exercises	the	Company which exercises the
			following functions and powers		following functions and powers
			according to law:		according to law:
			�		�
			(16) examining and approving		(16) examining and approving
			equity incentive plans;		equity incentive plans;
			(17) examining other matters		(17) to determine the issuance of
			which shall be decided by	the	preference shares; to determine
			shareholders’ general meeting		or authorise the Board of
			according to the laws,		Directors to determine matters
			administrative regulations,		relating to preference shares
			departmental rules, securities		issued by the Company,
			regulatory body where	the	including but not limited to
			Company’s stocks are listed,	the	redemption, conversion and
			Articles of Association, and	the	distribution of dividends; and
			Company’s other internal rules.		~~(17)~~(18) examining other matters
					which shall be decided by the
					shareholders’ general meeting
					according to the laws,
					administrative regulations,
					departmental rules, securities
					regulatory body where the
					Company’s stocks are listed, the
					Articles of Association, and the
					Company’s other internal rules.

– 94 –

APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

No.	Articles	Provisions of Draft Rules of		Provisions of Draft Rules of
		Procedure for A Shares		Procedure for A Shares and
				Offshore Preference Shares
3	Article 15	The shareholders who individually		The shareholders who individually
		or collectively hold three percent		or collectively hold three percent
		(3%) or more of the shares of the		(3%) or more of the voting shares
		Company may put forward an		of the Company may put forward
		interim proposal and submit it to		an interim proposal and submit it to
		the Board of Directors in written		the Board of Directors in written
		form within ten (10) days before		form within ten (10) days before
		the meeting is held. The Board of		the meeting is held. The Board of
		Directors shall issue a		Directors shall issue a
		supplementary notice on the		supplementary notice on the
		meeting and announce the contents		meeting and announce the contents
		of the interim proposal within two		of the interim proposal within two
		(2) days upon receipt of the		(2) days upon receipt of the
		aforesaid proposal. If the listing		aforesaid proposal. If the listing
		rules where the Company’s stocks		rules where the Company’s stocks
		are listed state otherwise, the		are listed state otherwise, the
		contents shall meet the rules as		contents shall meet the rules as
		well.		well.
		Unless it is prescribed by the		Unless it is prescribed by the
		preceding paragraph, the convener		preceding paragraph, the convener
		shall, after sending out a notice on		shall, after sending out a notice on
		the shareholders’ general meeting,		the shareholders’ general meeting,
		not amend the proposal as		not amend the proposal as
		mentioned in the aforesaid notice		mentioned in the aforesaid notice
		or add any new proposal.		or add any new proposal.

– 95 –

APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

No.	Articles	Articles	Provisions of Draft Rules of		Provisions of Draft Rules of
			Procedure for A Shares		Procedure for A Shares and
					Offshore Preference Shares
4	Article 20		The following procedures shall be		The following procedures shall be
			followed where shareholders		followed where shareholders
			require to convene an		require to convene an
			extraordinary general meeting	of	extraordinary general meeting of
			shareholders or a classified		shareholders or a classified
			shareholders’ meeting:		shareholders’ meeting:
			(1) The shareholders who		(1) The shareholders who
			individually or collectively hold		individually or collectively hold
			ten percent (10%) or more shares		ten percent (10%) or more voting
			of the Company can sign one	or	shares of the Company can sign
			several written requests in the same		one or several written requests in
			form and contents to submit to the		the same form and contents to
			Board of Directors to require the		submit to the Board of Directors to
			latter to convene an extraordinary		require the latter to convene an
			general meeting of shareholders	or	extraordinary general meeting of
			a classified shareholders’ meeting		shareholders or a classified
			and explain the subject of the		shareholders’ meeting and explain
			meeting. The Board of Directors		the subject of the meeting. The
			shall give a written reply on		Board of Directors shall give a
			agreeing or disagreeing to convene		written reply on agreeing or
			an extraordinary general meeting		disagreeing to convene an
			of shareholders or a classified		extraordinary general meeting of
			shareholders’ meeting within ten		shareholders or a classified
			(10) days upon receipt of the		shareholders’ meeting within ten
			request in accordance with the		(10) days upon receipt of the
			laws, administrative regulations		request in accordance with the
			and the Articles of Association;		laws, administrative regulations
					and the Articles of Association;

– 96 –

APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

No. Articles Provisions of Draft Rules of Provisions of Draft Rules of Procedure for A Shares Procedure for A Shares and Offshore Preference Shares (2) Where the Board of Directors (2) Where the Board of Directors agrees to hold an extraordinary agrees to hold an extraordinary general meeting of shareholders or general meeting of shareholders or a classified shareholders’ meeting, a classified shareholders’ meeting, it shall send out a notice within 5 it shall send out a notice within 5 days after the resolution of the days after the resolution of the Board of Directors is made, any Board of Directors is made, any changes made to the original changes made to the original proposal in the notices shall obtain proposal in the notices shall obtain the consents of the relevant the consents of the relevant shareholders; shareholders; (3) Where the Board of Directors (3) Where the Board of Directors does not agree to hold an does not agree to hold an extraordinary general meeting of extraordinary general meeting of shareholders or classified shareholders or classified shareholders’ meeting or fails to shareholders’ meeting or fails to give a reply within ten (10) days give a reply within ten (10) days upon receipt of the proposal, the upon receipt of the proposal, the shareholders that solely or shareholders that solely or collectively hold ten percent (10%) collectively hold ten percent (10%) or more shares of the Company or more voting shares of the shall have the right to propose the Company shall have the right to Board of Supervisors to hold an propose the Board of Supervisors extraordinary general meeting of to hold an extraordinary general shareholders, and shall put forward meeting of shareholders, and shall the request to the Board of put forward the request to the Supervisors in written form; Board of Supervisors in written form; (4) Where the Board of Supervisors agrees to hold an extraordinary (4) Where the Board of Supervisors general meeting of shareholders or agrees to hold an extraordinary a classified shareholders’ meeting, general meeting of shareholders or it shall send out a notice within a classified shareholders’ meeting, five (5) days upon receipt of the it shall send out a notice within request, any changes made to the five (5) days upon receipt of the original proposal in the notices request, any changes made to the shall obtain the consents of the original proposal in the notices relevant shareholders; shall obtain the consents of the relevant shareholders; (5) Where the Board of Supervisors does not send out a notice to (5) Where the Board of Supervisors convene the extraordinary general does not send out a notice to meeting of shareholders or convene the extraordinary general classified shareholders meeting meeting of shareholders or within the prescribed time limit, it classified shareholders meeting shall be regarded that the Board of within the prescribed time limit, it Supervisors will not convene or shall be regarded that the Board of preside over the shareholders’ Supervisors will not convene or general meeting or classified preside over the shareholders’ shareholders’ meeting, and the general meeting or classified shareholders that solely or shareholders’ meeting, and the collectively hold ten percent (10%) shareholders that solely or or more shares of the Company for collectively hold ten percent (10%) consecutively ninety (90) or more or more voting shares of the days may hold or preside over the Company for consecutively ninety meeting on their own initiatives. (90) or more days may hold or

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

– 97 –

APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of Draft Rules of	Provisions of Draft Rules of
			Procedure for A Shares	Procedure for A Shares and
				Offshore Preference Shares
	5	Article 21	Where the Board of Supervisors or	Where the Board of Supervisors or
			shareholders decide to convene the	shareholders decide to convene the
			shareholders’ general meeting on	shareholders’ general meeting on
			its/their own initiative(s), it/they	its/their own initiative(s), it/they
			shall send out a written notice to	shall send out a written notice to
			the Board of Directors, and shall	the Board of Directors, and shall
			put on the records of the dispatched	put on the records of the dispatched
			office of the securities regulatory	office of the securities regulatory
			authority of the State Council at	authority of the State Council at
			the locality of the Company and	the locality of the Company, the
			the Stock Exchange where the	banking regulatory authority of
			Company’s stocks are listed.	the State Council and the Stock
				Exchange where the Company’s
				stocks are listed.
	6	Article 32	The notice of the shareholders’	The notice of the shareholders’
			general meeting shall set out the	general meeting shall set out the
			record date. Normally, the time	record date. Normally, the time
			interval between the record date	interval between the record date
			and the meeting date will not be	and the meeting date will not be
			more than 7 working days. The	more than 7 working days. The
			record date cannot be changed once	record date cannot be changed once
			it is confirmed. Registration of	it is confirmed. Registration of
			change in the register of holders of	change in the register of~~holders of~~
			H shares due to shares transfer	~~H~~ ~~shares~~ shareholders due to
			shall not be allowed within thirty	shares transfer shall not be allowed
			(30) days prior to the date of a	within thirty (30) days prior to the
			shareholders’ general meeting or	date of a shareholders’ general
			within five (5) days before the base	meeting or within five (5) days
			date set by the Company for the	before the base date set by the
			purpose of distribution of	Company for the purpose of
			dividends.	distribution of dividends.
	7	Article 42	All shareholders under the register	All ordinary shareholders
			of shareholders on the record date	(including preference
			and their respective proxies are	shareholders with restored
			entitled to attend the shareholders’	voting rights) under the register of
			general meeting. The Company and	shareholders on the record date and
			the convener must not refuse the	their respective proxies are entitled
			entrance of such person for any	to attend the shareholders’ general
			reason.	meeting. The Company and the
				convener must not refuse the
				entrance of such person for any
				reason.

– 98 –

APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of Draft Rules of	Provisions of Draft Rules of
			Procedure for A Shares	Procedure for A Shares and
				Offshore Preference Shares
	8	Article 87	Where the Company proposes to	Where the Company proposes to
			change or abrogate the rights of	change or abrogate the rights of
			classified shareholders, the	classified shareholders, the
			proposal shall be implemented	proposal shall be implemented
			only after it has been approved by a	only after it has been approved by a
			special resolution of the	special resolution of the
			shareholders’ general meeting and	shareholders’ general meeting and
			by the shareholders’ general	by the shareholders’ general
			meetings convened separately by	meetings convened separately by
			affected classified shareholders	affected classified shareholders
			according to Article 126 to Article	according to Article ~~126~~136 to
			130 of the Articles of Association.	Article ~~130~~140 of the Articles of
				Association.
	9	Article 89	Affected classified shareholders,	Affected classified shareholders,
			regardless of whether they	regardless of whether they
			originally have voting rights in the	originally have voting rights in the
			shareholders’ general meeting,	shareholders’ general meeting,
			have the voting rights on the	have the voting rights on the
			classified shareholders’ meeting	classified shareholders’ meeting
			for issues stated in (2) to (8) and	for issues stated in (2) to (8) and
			(11) to (12) of Article 125 of the	(11) to (12) of Article ~~125~~135 of
			Articles of Association, except for	the Articles of Association, except
			the interested shareholders.	for the interested shareholders.
	10	Article 90	The interested shareholders	The interested shareholders
			mentioned in the preceding article	mentioned in the preceding article
			are defined as follows:	are defined as follows:
			(1) when the Company issues a	(1) when the Company issues a
			buy-back offer to all shareholders	buy-back offer to all shareholders
			equally pro rata or buys back its	equally pro rata or buys back its
			own shares by open transaction at a	own shares by open transaction at a
			stock exchange according to	stock exchange according to
			Article 32 of the Articles of	Article ~~32~~33 of the Articles of
			Association. The interested	Association. The interested
			shareholders refer to the	shareholders refer to the
			controlling shareholders defined in	controlling shareholders defined in
			Article 70 of the Articles of	Article 70 of the Articles of
			Association;	Association;
			(2) when the Company buys back	(2) when the Company buys back
			its own shares by agreement	its own shares by agreement
			outside a stock exchange in	outside a stock exchange in
			accordance with Article 32 of this	accordance with Article ~~32~~33 of
			Articles of Association, the	this Articles of Association, the
			interested shareholders refer to the	interested shareholders refer to the
			shareholders which are related to	shareholders which are related to
			the agreement; and	the agreement; and

– 99 –

APPENDIX IV PROPOSED FORMULATION OF DRAFT ARTICLES OF ASSOCIATION FOR A SHARES AND OFFSHORE PREFERENCE SHARES AND DRAFT RULES OF PROCEDURE FOR A SHARES AND OFFSHORE PREFERENCE SHARES

	No.	Articles	Provisions of Draft Rules of	Provisions of Draft Rules of
			Procedure for A Shares	Procedure for A Shares and
				Offshore Preference Shares
			(3) in the Company’s restructuring	(3) in the Company’s restructuring
			plan, the interested shareholders	plan, the interested shareholders
			refers to those shareholders who	refers to those shareholders who
			undertake liability in a lower	undertake liability in a lower
			proportion than other shareholders	proportion than other shareholders
			under this class or refers to the	under this class or refers to the
			shareholders who own interests	shareholders who own interests
			different from other shareholders	different from other shareholders
			under this class.	under this class.
	11	Article 91	The resolutions of classified	The resolutions of classified
			shareholders’ meeting shall be	shareholders’ meeting shall be
			passed by more than two-thirds	passed by more than two-thirds
			(2/3) of voting shares of	(2/3) of voting shares of
			shareholders who attend classified	shareholders who attend classified
			shareholders’ meeting and have the	shareholders’ meeting and have the
			voting rights according to Article	voting rights according to Article
			126 of the Articles of Association.	~~126~~136 of the Articles of
				Association.
	12	Article	Unless otherwise stated,	Unless otherwise stated,
		114	expressions herein shall have the	expressions herein shall have the
			same meaning ascribed to them	same meaning ascribed to them
			under the Articles of Association.	under the Articles of Association.
				Unless otherwise stated,
				references in the Rules of
				Procedures to share(s) and share
				certificate(s) shall refer to
				ordinary share(s) and ordinary
				share certificate(s) and
				references to shareholders shall
				refer to ordinary shareholders.
	13	Article	Upon approval by the	Upon approval by the
		117	shareholders’ general meeting of	shareholders’ general meeting of
			the Company, the Rules of	the Company, the Rules of
			Procedures shall come into force	Procedures shall come into force
			from the day when the A shares of	from the day when the issuance of
			the Company are listed on the	the first tranche of the offshore
			Shanghai Stock Exchange. From	preference shares of the
			the date when the Rules of	Company is complete or the A
			Procedures take effect, the original	shares of the Company are listed
			Rules of Procedures shall	on the Shanghai Stock Exchange
			automatically lose effectiveness.	(whichever is later). From the date
				when the Rules of Procedures take
				effect, the original Rules of
				Procedures shall automatically lose
				effectiveness.

– 100 –

NOTICE OF 2017 FIRST EXTRAORDINARY GENERAL MEETING

==> picture [110 x 49] intentionally omitted <==

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 2017 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2017 first extraordinary general meeting (“ EGM ”) of Harbin Bank Co., Ltd. (the “ Bank ”) will be held at Conference Hall 3, Harbin Shangri-La Hotel, 555 Youyi Road, Daoli District, Harbin, Heilongjiang, China, at 8:30 a.m. on Friday, 10 February 2017 for the purpose 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 Bank dated 23 December 2016 (the “ Circular ”) unless otherwise specified.

SPECIAL RESOLUTIONS

1. To consider and individually approve each of the following items of the proposal on the non-public issuance of Offshore Preference Shares by the Bank:

2. (1) type of preference shares to be issued

3. (2) number of preference shares to be issued and issue size

4. (3) par value and issue price

5. (4) maturity

6. (5) method of issuance and target investors

7. (6) lock-up period

8. (7) dividend distribution terms

9. (8) terms of mandatory conversion

10. (9) terms of conditional redemption

11. (10) restrictions on voting rights and terms of restoration of voting rights

12. (11) order of distribution on liquidation and procedures for liquidation

– 101 –

NOTICE OF 2017 FIRST EXTRAORDINARY GENERAL MEETING

• (12) security

• (13) ratings arrangement

• (14) use of proceeds

• (15) listing/trading arrangements

• (16) validity period of the resolution for the issuance of Offshore Preference Shares

• To consider and approve the proposal on the authorisation to the Board and the persons authorised by the Board to deal with all matters relating to the issuance of the Offshore Preference Shares, where such authorisation will remain valid for a period of 12 months.

• To consider and approve the Draft Articles of Association for Offshore Preference Shares and Draft Rules of Procedure for Offshore Preference Shares.

• To consider and approve the Draft Articles of Association for A Shares and Offshore Preference Shares and Draft Rules of Procedure for A Shares and Offshore Preference Shares.

• To consider and approve the proposed change of registered address and corresponding amendments to the current Articles of Association and the Draft Articles of Association for A Shares and to authorise the Board to deal with matters relating to the registration or filing in connection with the change of registered address.

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

Harbin, China

23 December 2016

• 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.

– 102 –

NOTICE OF 2017 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

1. Details of the above proposed resolutions are set out in the Circular.

2. Closure of register of members

In order to determine the shareholders who are entitled to attend and vote at the EGM, the H Share register of members of the Bank will be closed from Wednesday, 11 January 2017 to Friday, 10 February 2017 (both days inclusive). Shareholders whose names appear on the H share register of members and domestic share register of members of the Bank on Wednesday, 11 January 2017 will be entitled to attend and vote at the EGM. The holders of H shares of the Bank who intend to attend and vote at the EGM must lodge all the transfer documents accompanied by the relevant H share certificates with the Bank’s H share registrar, Computershare Hong Kong Investor Services Limited (address: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) to process the registration not later than 4:30 p.m. on Tuesday, 10 January 2017.

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.

1. 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 the holders of H shares) or the Bank’s Board of Directors’ Office (for the holders of domestic shares) on or before Friday, 20 January 2017.

The Bank’s Board of Directors’ Office is located at No. 888 Shangjiang Street, Daoli District, Harbin 150070, Heilongjiang Province, China (Contact Person: Zhang Zhaowu, Tel: 86-451-86779933, Fax: 86-451-86779829.

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

Shareholders 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 proxy or proxies to attend and vote on his 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 the holders of H shares) or the Bank’s Board of Directors’ Office (for the holders of domestic shares).

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

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

– 103 –

NOTICE OF 2017 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, each of the resolutions set out in this notice will be voted by poll. Results of the poll voting will be published on the Bank’s website at www.hrbb.com.cn and the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk after the general meeting.

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, dining and accommodation expenses.

– 104 –

NOTICE OF 2017 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING

==> picture [110 x 49] intentionally omitted <==

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 2017 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2017 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 3, Harbin Shangri-La Hotel, 555 Youyi Road, Daoli District, Harbin, Heilongjiang, China, at 9:30 a.m. on Friday, 10 February 2017 or immediately after the conclusion of the 2017 first extraordinary general meeting (whichever is 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 Bank dated 23 December 2016 (the “ Circular ”) unless otherwise specified.

SPECIAL RESOLUTIONS

1. To consider and individually approve each of the following items of the proposal on the non-public issuance of Offshore Preference Shares by the Bank:

2. (1) type of preference shares to be issued

3. (2) number of preference shares to be issued and issue size

4. (3) par value and issue price

5. (4) maturity

6. (5) method of issuance and target investors

7. (6) lock-up period

8. (7) dividend distribution terms

9. (8) terms of mandatory conversion

10. (9) terms of conditional redemption

11. (10) restrictions on voting rights and terms of restoration of voting rights

12. (11) order of distribution on liquidation and procedures for liquidation

– 105 –

NOTICE OF 2017 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING

• (12) security

• (13) ratings arrangement

• (14) use of proceeds

• (15) listing/trading arrangements

• (16) validity period of the resolution for the issuance of Offshore Preference Shares

• To consider and approve the proposal on the authorisation to the Board and the persons authorised by the Board to deal with all matters relating to the issuance of the Offshore Preference Shares, where such authorisation will remain valid for a period of 12 months.

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

Harbin, China

23 December 2016

• 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.

– 106 –

NOTICE OF 2017 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING

Notes:

1. Details of the above proposed resolutions are set out in the Circular.

2. Holders of domestic shares whose names appear on the domestic share register of members of the Bank on Wednesday, 11 January 2017 will be entitled to attend and vote at the Domestic Shareholders’ Class Meeting.

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

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

1. Notice of attendance

Holders of domestic shares who intend to attend the Domestic Shareholders’ Class Meeting in person or by proxy should return the reply slip in person, by post or by facsimile to the Bank’s Board of Directors’ Office on or before Friday, 20 January 2017.

The address of the Bank’s Board of Directors’ Office is No. 888 Shangjiang Street, Daoli District, Harbin 150070, Heilongjiang Province, China (Contact Person: Zhang Zhaowu, Tel: 86-451-86779933, Fax: 86-451-86779829).

5.

Proxy

Any holder of domestic shares entitled to attend and vote at the Domestic Shareholders’ Class Meeting is entitled to appoint one or more persons (whether such person is a Shareholder or not) as his/her proxy or proxies to attend and vote on his/her behalf.

The instrument appointing a proxy must be in writing under the hand of the Shareholder or his/her attorney duly authorised in writing. For a corporate Shareholder, the proxy instrument must be affixed with the common seal or signed by its director or attorney duly authorised in writing. If the instrument appointing the proxy is signed by a person authorised by the appointer, the power of attorney or other documents of authority under which the instrument is signed shall be notarised. The notarised power of attorney or other document of authority shall be deposited together and at the same time with the instrument appointing the proxy at the Bank’s Board of Directors’ Office.

To be valid, the form of proxy together with the notarised power of attorney or other authorisation document (if any) must be delivered to Bank’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.

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

7.

Other business

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

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NOTICE OF 2017 FIRST H SHAREHOLDERS’ CLASS MEETING

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Harbin Bank Co., Ltd. 哈爾濱銀行股份有限公司[*]

(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 6138)

NOTICE OF 2017 FIRST H SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2017 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 3, Harbin Shangri-La Hotel, 555 Youyi Road, Daoli District, Harbin, Heilongjiang, China, at 10:00 a.m. on Friday, 10 February 2017 or immediately after the conclusion of the 2017 first class meeting of holders of domestic shares (whichever is 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 Bank dated 23 December 2016 (the “ Circular ”) unless otherwise specified.

SPECIAL RESOLUTIONS

1. To consider and individually approve each of the following items of the proposal on the non-public issuance of Offshore Preference Shares by the Bank:

2. (1) type of preference shares to be issued

3. (2) number of preference shares to be issued and issue size

4. (3) par value and issue price

5. (4) maturity

6. (5) method of issuance and target investors

7. (6) lock-up period

8. (7) dividend distribution terms

9. (8) terms of mandatory conversion

10. (9) terms of conditional redemption

11. (10) restrictions on voting rights and terms of restoration of voting rights

12. (11) order of distribution on liquidation and procedures for liquidation

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NOTICE OF 2017 FIRST H SHAREHOLDERS’ CLASS MEETING

• (12) security

• (13) ratings arrangement

• (14) use of proceeds

• (15) listing/trading arrangements

• (16) validity period of the resolution for the issuance of Offshore Preference Shares

• To consider and approve the proposal on the authorisation to the Board and the persons authorised by the Board to deal with all matters relating to the issuance of the Offshore Preference Shares, where such authorisation will remain valid for a period of 12 months.

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

Harbin, China

23 December 2016

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

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NOTICE OF 2017 FIRST H SHAREHOLDERS’ CLASS MEETING

Notes:

1. Details of the above proposed resolutions are set out in the Circular.

2. Closure of register of members

In order to determine the holders of H shares who are entitled to attend and vote at the H Shareholders’ Class Meeting, the H share register of members of the Bank will be closed from Wednesday, 11 January 2017 to Friday, 10 February 2017 (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 Bank on Wednesday, 11 January 2017 will be entitled to attend and vote at the H Shareholders’ Class Meeting. The holders of H shares of the Bank 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 Bank’s H share registrar, Computershare Hong Kong Investor Services Limited (address: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) to process the registration not later than 4:30 p.m. on Tuesday, 10 January 2017.

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

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

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 Friday, 20 January 2017.

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.

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.

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.

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NOTICE OF 2017 FIRST H SHAREHOLDERS’ CLASS 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 Bank’s website at www.hrbb.com.cn and the HKExnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the H Shareholders’ Class Meeting.

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.

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