Harbin Bank Co., Ltd. — Proxy Solicitation & Information Statement 2017

Mar 29, 2017

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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)

PROXY FORM FOR 2017 SECOND H SHAREHOLDERS’ CLASS MEETING TO BE HELD ON 19 MAY 2017

I/We [(Note][1)]

of

being the registered holder(s) of

(Note 2) H shares with nominal value of

RMB1.00 each in the share capital of Harbin Bank Co., Ltd (the “ Bank ”), hereby appoint the Chairman of the meeting [(Notes][3)]

or

of

to act as my/our proxy to attend and vote for me/us and on my/our behalf at 2017 second class meeting of holders of H shares (“ H Shareholders’ Class Meeting ”) of the Bank to be held at Conference Hall 3, Harbin Shangri-La Hotel, 555 Youyi Road, Daoli District, Harbin, Heilongjiang, China, on Friday, 19 May 2017 at 10:00 a.m. or immediately after the conclusion of the class meeting of holders of domestic shares (whichever is the later) or any adjournment thereof and to exercise all rights conferred on proxies under laws, regulations, and the Articles of Association of the Bank.

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

		Special Resolutions		For(Note 4)		Against(Note 4)	Abstained(Note 4)	Abstained(Note 4)	Abstained(Note 4)
	1.	To consider and approve the “Proposal on the Extension
		of the Validity Period of the Proposal on the Initial
		Public Offering and Listing of A Shares”.
	2.	To consider and approve the “Proposal on Extension of
		the Validity Period of the Authorisation	to the Board to
		Handle the Bank’s Application for A Share Offering and
		Related Matters”.
	3.	To consider and approve the “Proposal on Extension of
		the Validity Period of the Authorisation to the Board and
		Specific Personnel Further Authorised by the Board to
		Draft and Finalise the Open Commitment Letter”.

Note: Further details of the above resolutions are set out in the circular dispatched to the shareholders by the Bank dated 30 March 2017.

Signature:

(Note 5)

Date:

2017

NOTES:

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

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

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

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

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

6. For holders of H shares who wish to attend the H Shareholders’ Class Meeting or any adjournment thereof, this form of proxy (together with a notarially certified copy of the power of attorney or other authority (if any) if this form of proxy is signed by a person on behalf of the appointor) must be returned to the Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time for holding the H Shareholders’ Class Meeting or any adjournment thereof.

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

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