Harbin Bank Co., Ltd. - Proxy Solicitation & Information Statement 2020

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.

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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 ELECTION OF DIRECTORS;

(2) PROPOSED ELECTION OF SUPERVISOR; (3) PROPOSED AMENDMENTS TO THE EQUITY MANAGEMENT MEASURES;

(4) PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS;

(5) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;

(6) PROPOSED EXTENSION OF THE VALIDITY PERIOD OF THE ISSUANCE PLAN OF THE CAPITAL SUPPLEMENTAL BONDS AND RELEVANT SHAREHOLDERS’ RESOLUTION AND THE VALIDITY PERIOD OF THE AUTHORISATION TO THE BOARD AND THE PERSONS AUTHORISED BY THE BOARD TO DEAL WITH ALL MATTERS RELATING TO THE ISSUANCE OF CAPITAL SUPPLEMENTAL BONDS;

AND

NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

The Bank will convene the EGM at Conference Hall 3, Harbin Shangri-La Hotel, 555 Youyi Road, Daoli District, Harbin, Heilongjiang, China on Thursday, 15 October 2020, at 8:30 a.m.. The notice of the EGM is set out on pages 90 to 91 of this circular.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the proxy form in accordance with the instructions printed thereon as soon as possible. For H Shareholders, the proxy form should be returned to the Bank’s H Share Registrar, 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. For Domestic Shareholders, the proxy form should be returned to the Bank’s Board Office (No. 888 Shangjiang Street, Daoli District, Harbin 150070, Heilongjiang Province, China, Tel: 86-451-8677 9524), in any event served by hand, by post or by fax not less than 24 hours before the time stipulated for convening the EGM. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM if you so wish. If you intend to attend the EGM, in person or by proxy, you are required to complete and return the reply slip to Computershare Hong Kong Investor Services Limited (for H Shareholders) or the Bank’s Board Office (for Domestic Shareholders) on or before Thursday, 24 September 2020.

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.

31 August 2020

CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
APPENDIX I	PROPOSED AMENDMENTS TO THE EQUITY
	MANAGEMENT MEASURES. . . . . . . . . . . . . . . . . . . . . . . . . . .	12
APPENDIX II	PROPOSED AMENDMENTS TO THE ADMINISTRATIVE
	MEASURES FOR THE RELATED PARTY TRANSACTIONS.	18
APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES OF
	ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	49
APPENDIX IV	THE ISSUANCE PLAN OF THE CAPITAL
	SUPPLEMENTAL BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	81
APPENDIX V	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 CAPITAL SUPPLEMENTAL BONDS . . .	87
NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING . . . . . . . .		90

– i –

DEFINITIONS

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

“Administrative Measures for the the Administration Measures for the Related Party Related Party Transactions” Transactions of Harbin Bank Co., Ltd.
“Articles of Association”
the articles of association of the Bank, as amended, revised or supplemented from time to time
“Bank” or “Company”

Harbin Bank Co., Ltd. (哈爾濱銀行股份有限公司), a joint stock company established in the PRC on 25 July 1997 with limited liability in accordance with the Company Law, 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 of Supervisors”
the board of supervisors of the Bank
“Capital Supplemental Bonds”
the not more than RMB15 billion capital supplemental bonds, proposed to be issued by the Bank by way of public or non-public issuance in accordance with the issuance plan of the capital supplemental bonds as set out in Appendix IV to this circular
“CBIRC”
China Banking and Insurance Regulatory Commission
“Company Law”
the Company Law of the People’s Republic of China (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 amended, supplemented or otherwise revised from time to time
“Director(s)”
the director(s) of the Bank
“EGM”
the 2020 first extraordinary general meeting or any adjourned meeting of the Bank to be held at Conference Hall 3, Harbin Shangri-La Hotel, 555 Youyi Road, Daoli District, Harbin, China on Thursday, 15 October 2020 at 8:30 a.m.
“Equity Management Measures”
the Equity Management Measures of Harbin Bank Co., Ltd.

– 1 –

DEFINITIONS

“HK$” or “HK Dollars” Hong Kong 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
“Latest Practicable Date” 28 August 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“PRC” or “China” the People’s Republic of China, for the purpose of this circular only, excluding Hong Kong, Macau Special Administrative Region of the People’s Republic of China and Taiwan
“RMB” the lawful currency of the PRC
“Share(s)” Domestic Shares and/or H Shares of the Bank
“Shareholder(s)” holder(s) of Shares
“Supervisor(s)” the supervisor(s) of the Bank

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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: Registered Address: Executive Directors: No. 160 Shangzhi Street Mr. Guo Zhiwen Daoli District Mr. Lyu Tianjun Harbin Ms. Sun Feixia Heilongjiang Province PRC

Independent Non-executive Directors: Mr. Ma Yongqiang Principal Place of Business in Hong Kong: Mr. Sun Yan 40th Floor, Sunlight Tower Mr. Zhang Zheng No. 248 Queen’s Road East Mr. Hou Bojian Wanchai Hong Kong 31 August 2020

To the Shareholders,

1. INTRODUCTION

The purpose of this circular is to provide you with detailed information regarding, among others, the (i) proposed election of directors; (ii) proposed election of supervisor; (iii) proposed amendments to the Equity Management Measures; (iv) proposed amendments to the Administrative Measures for the Related Party Transactions; (v) proposed amendments to the Articles of Association; (vi) proposed extension of the validity period of the issuance plan of the Capital Supplemental Bonds and relevant Shareholders’ resolution and the validity period of the authorisation to the Board and the persons authorised by the Board to deal with all matters relating to the issuance of Capital Supplemental Bonds; and (vii) a notice convening the EGM, so as to enable you to make informed decisions on whether to vote for or against the relevant resolutions to be proposed at the EGM.

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LETTER FROM THE BOARD

2. PROPOSED ELECTION OF DIRECTORS

Reference is made to the announcement of the Bank dated 28 August 2020, in relation to, among others, the proposed election of Mr. Zhao Hongbo, Mr. Zhang Xianjun, Mr. Yu Hong and Mr. Lang Shufeng as non-executive Directors of the Seventh Session of the Board of the Bank.

The Board has approved and proposed to nominate Mr. Zhao Hongbo, Mr. Zhang Xianjun, Mr. Yu Hong and Mr. Lang Shufeng as non-executive director candidates of the Seventh Session of the Board of the Bank to the Shareholders’ general meeting of the Bank at a meeting held on 28 August 2020. The proposed appointments of Mr. Zhao Hongbo, Mr. Zhang Xianjun, Mr. Yu Hong and Mr. Lang Shufeng as non-executive directors of the Bank are subject to the consideration and approval by the Shareholders’ general meeting of the Bank and the approval by the banking and insurance regulatory authority under the State Council on their qualifications. If appointed, the term of office of each of Mr. Zhao Hongbo, Mr. Zhang Xianjun, Mr. Yu Hong and Mr. Lang Shufeng will be from the date of obtaining the approval by the banking and insurance regulatory authority under the State Council on his qualification to the expiration date of the term of office of the Seventh Session of the Board.

Biography details of each of Mr. Zhao Hongbo, Mr. Zhang Xianjun, Mr. Yu Hong and Mr. Lang Shufeng are set out as follows:

Mr. Zhao Hongbo (趙洪波) , aged 51. Mr. Zhao has served as the chairman and secretary of the Party Committee of Harbin Investment Group Corporation Limited (哈爾濱投資集團有限責任公司) since February 2017, the chairman of Harbin Hatou Investment Co., Ltd. (a company listed on the Shanghai Stock Exchange, stock code: 600864) since May 2017, the chairman of Harbin Binxi Railway Co., Ltd. since June 2017, the secretary of the Party Committee of Jianghai Securities Co., Ltd. since July 2017, and the chairman of Jianghai Securities Co., Ltd. since April 2018. Mr. Zhao served as the general manager, deputy secretary of the Party Committee, chairman and secretary of the Party Committee of Harbin Transportation Group Co., Ltd. (哈爾濱交通集團有限公司) from April 2013 to February 2017, the deputy general manager and a member of the Party Committee of the General Office of Harbin Municipal People’s Government from December 2002 to April 2013, the headmaster of Heilongjiang Transportation Cadre School (黑龍江省交通幹部學校) from May 2001 to December 2002, the deputy general manager (deputy division head level) and general manager (division head level) of Heilongjiang Provincial Transportation Information and Communication Center (黑龍江省交通信息通信中心) from March 1997 to May 2001, the deputy general manager of general manager’s office of Heilongjiang International Exhibition Center (黑龍江省國際博覽中心) from October 1995 to March 1997, and a cadre of the Heilongjiang Border Economic and Trade Administration (黑龍江省邊境經濟貿易管理局) from September 1991 to October 1995. Mr. Zhao received a Doctor’s degree in Agricultural Economic Management from Northeast Agricultural University in June 2004, and is currently a senior engineer as accredited by the Personnel Department of Heilongjiang Province.

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LETTER FROM THE BOARD

Mr. Zhang Xianjun (張憲軍) , aged 46. Mr. Zhang has served as an executive director, the general manager and legal representative of Harbin Economic Development and Investment Company since October 2019, a director of Harbin Hatou Investment Co., Ltd. (a company listed on the Shanghai Stock Exchange, stock code: 600864) since November 2016, a director of each of Zhongrong International Trust Co., Ltd. and Jianghai Securities Co., Ltd. since January 2015, a director of Harbin Junxin Financing Guarantee Co., Ltd. (a company listed on the National Equities Exchange and Quotations, stock code: 430558) since August 2014, and the head of the financial asset management department of Harbin Investment Group Corporation Limited since July 2014. Mr. Zhang served as an officer of the long-term development planning division of Harbin Investment Group Corporation Limited and a secretary of the office, secretary of the Youth League Committee, the deputy general manager and officer (ministerial level) of Harbin Investment Group Corporation Limited from April 2004 and June 2014, and a technician, a staff member of the Youth League Committee and the general manager of the labor union of Harbin Cement Factory (哈爾濱水泥廠) from August 1995 to March 2004. Mr. Zhang received a Master’s degree in Business Administration from Harbin Engineering University in June 2009, and is currently a senior economist as accredited by the Personnel Department of Heilongjiang Province.

Mr. Yu Hong (于宏) , aged 57. Mr. Yu has served as the secretary of the Party Committee and chairman of Heilongjiang Financial Holdings Group Co., Ltd. (黑龍江省金融控股集團有限公司) since January 2019, and a director of Longjiang Bank Corporation since October 2019. Mr. Yu served as the associate chief officer, chief officer and deputy head of the agriculture division and the head of the treasury division and concurrently the general manager of the financial treasury payment center of the Department of Finance of Heilongjiang Province from June 1990 to January 2011, the deputy inspector, deputy director general and a member of the Party Committee of the Department of Finance of Heilongjiang Province from January 2011 to January 2019, and an officer and associate chief officer of the Aquatic Products Bureau of Heilongjiang Province from September 1983 to June 1990. Mr. Yu was graduated from the Party School of Heilongjiang Province in February 1992.

Mr. Lang Shufeng (郎樹峰) , aged 50. Mr. Lang has served as the deputy secretary of the Party Committee and general manager of Heilongjiang Financial Holdings Group Co., Ltd. since June 2019. Mr. Lang concurrently served as the secretary of the Party Committee and chairman of Heilongjiang Xinzheng Investment Guarantee Group Co., Ltd. (黑龍江省鑫正投資擔保集團有限公司) from June 2019 to December 2019, and served as the deputy secretary of the Party Committee, president, the secretary of the Party Committee and chairman of Heilongjiang Xinzheng Investment Guarantee Group Co., Ltd. from October 2010 to June 2019, the assistant to the general manager, executive deputy general manager and general manager of Heilongjiang Xinzheng Investment Guarantee Co., Ltd. from October 2000 to October 2010, the manager of the investment department and the manager of the corporate management department of Heilongjiang Economic and Trade Development Group Corporation (黑龍江省經濟貿易開發集團總公司) from July 1996 to October 2000, the manager (temporary post) of a Sino-US joint venture Wudalianchi Wuhuan Mineral Water Company (五大連池五環礦泉水公司) from June 1995 to July 1996, and an officer of Heilongjiang Economic Development Company (黑龍江省經濟開發公司) from July 1993 to June 1995. Mr. Lang received an EMBA degree from Harbin Institute of Technology in April 2005, and is currently a senior accountant (researcher-level) as accredited by the Heilongjiang Human Resources and Social Securities Bureau.

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LETTER FROM THE BOARD

Each of Mr. Zhao Hongbo, Mr. Zhang Xianjun, Mr. Yu Hong and Mr. Lang Shufeng has confirmed that, save as disclosed above, (1) he does not hold any other positions with the Bank or any of its subsidiaries and has not been a director in any other listed companies during the past three years; (2) he has no relationship with any other directors, senior management or substantial Shareholders of the Bank or any of its subsidiaries; and (3) as at the Latest Practicable Date, he does not have any interest in the Shares of the Bank within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Each of Mr. Zhao Hongbo, Mr. Zhang Xianjun, Mr. Yu Hong and Mr. Lang Shufeng has also confirmed that there is no other information in relation to his appointment that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules, and there is no other matter in relation to his appointment as a non-executive director of the Bank that needs to be brought to the attention of the Shareholders.

After the appointment of each of Mr. Zhao Hongbo, Mr. Zhang Xianjun, Mr. Yu Hong and Mr. Lang Shufeng enters into effect, the Bank will enter into a director service contract with each of them. If appointed, the remuneration of each of Mr. Zhao Hongbo, Mr. Zhang Xianjun, Mr. Yu Hong and Mr. Lang Shufeng will be determined in accordance with the Director Subsidy Management Regulations of the Bank, which may include director’s fee and allowance.

The resolution in relation to the proposed election of Directors will be put forward at the EGM for Shareholders’ consideration and approval by way of an ordinary resolution.

3. PROPOSED ELECTION OF SUPERVISOR

Reference is made to the announcement of the Bank dated 28 August 2020, in relation to, among others, the proposed election of Ms. Yang Xuemei as a Shareholder representative supervisor of the Seventh Session of the Board of Supervisors of the Bank.

The Board of Supervisors has approved and proposed to nominate Ms. Yang Xuemei as a Shareholder representative supervisor candidate of the Seventh Session of the Board of Supervisors of the Bank to the Shareholders’ general meeting of the Bank at a meeting held on 28 August 2020. The proposed appointment of Ms. Yang Xuemei as a Shareholder representative supervisor of the Bank is subject to the consideration and approval by the Shareholders’ general meeting of the Bank. If appointed, the term of office of Ms. Yang Xuemei will be from the date of approval of the relevant resolution by the Shareholders’ general meeting of the Bank to the expiration date of the term of office of the Seventh Session of the Board of Supervisors.

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LETTER FROM THE BOARD

Biography details of Ms. Yang Xuemei are set out as follows:

Ms. Yang Xuemei (楊雪梅) , aged 48. Ms. Yang has served as the deputy general manager and a supervisor of Harbin Heli Investment Holding Co., Ltd. (哈爾濱合力投資控股有限公司) since August 2018. Ms. Yang served as the deputy general manager of Infrastructure Development and Construction Corporation of Harbin Economic and Technology Development Zone (哈爾濱經濟技術開發區基礎設施開發建設總公司) from August 2014 to August 2018, a staff and the deputy head of the engineering and technology department of Infrastructure Development and Construction Corporation of Harbin Economic and Technology Development Zone from May 2002 to August 2014, a supervisor of Aidi Engineering Construction Supervision Co., Ltd. of Harbin Economic and Technology Development Zone (哈爾濱經濟技術開發區愛迪工程建設監理有限責任公司) from April 2000 to May 2002, and a staff of design office of the infrastructure division and technical department of infrastructure company of Harbin No. 1 Machinery Manufacturer (哈爾濱第一機器製造廠) from July 1991 to April 2000. Ms. Yang received a college degree from Heilongjiang Institute of Construction Technology in July 2005, and is currently a senior engineer as accredited by the Personnel Department of Heilongjiang Province.

Ms. Yang Xuemei has confirmed that, saved as disclosed above: (1) she does not hold any other positions with the Bank or any of its subsidiaries and has not been a director in any other listed companies during the past three years; (2) she has no relationship with any other directors, senior management or substantial Shareholders of the Bank or any of its subsidiaries; and (3) as at the Latest Practicable Date, she does not have any interest in the shares of the Bank within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Ms. Yang Xuemei has also confirmed that there is no other information in relation to her appointment that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules, and there is no other matter in relation to her appointment as a shareholder representative supervisor of the Bank that needs to be brought to the attention of the Shareholders.

After the appointment of Ms. Yang Xuemei enters into effect, the Bank will enter into a supervisor service contract with her. If appointed, the remuneration of Ms. Yang Xuemei will be determined in accordance with the Supervisor Subsidy Management Regulations of the Bank, which may include supervisor’s fee and allowance.

The resolution in relation to the proposed election of Supervisor will be put forward at the EGM for Shareholders’ consideration and approval by way of an ordinary resolution.

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LETTER FROM THE BOARD

4. PROPOSED AMENDMENTS TO THE EQUITY MANAGEMENT MEASURES

In order to regulate the equity management of the Company and to safeguard the legitimate interests of the Shareholders, and in accordance with the Law of the People’s Republic of China on Commercial Banks ( 《中華人民共和國商業銀行法》 ) , the Interim Measures for the Equity Management of Commercial Banks ( 《商業銀行股權管理暫行辦法》 ) and other laws, regulations and regulatory requirements, as well as the relevant requirements of the Articles of Association, the Board resolved on 28 August 2020 to propose to amend the Equity Management Measures (the “ Proposed Amendments to the Equity Management Measures ”).

The resolution in relation to the Proposed Amendments to the Equity Management Measures will be put forward at the EGM for Shareholders’ consideration and approval by way of an ordinary resolution.

The Board also proposed to the EGM to authorise the Board and the senior management authorised by the Board to make relevant adjustments and revisions to the Equity Management Measures in accordance with the requirements and opinions of the regulatory authorities (including but not limited to adjustments and revisions to characters, chapters and articles).

Details of the Proposed Amendments to the Equity Management Measures are set out in Appendix I to this circular.

5. PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

In order to regulate the related party transactions of the Company, control the risks of related party transactions, and promote the safe and stable operation of the Company, and in accordance with the Law of the People’s Republic of China on Commercial Banks ( 《中華人民共和國商業銀行法》 ) , the Administrative Measures for the Related Party Transactions between the Commercial Banks and their Insiders or Shareholders ( 《商業銀行與內部人和股東關聯交易管理辦法》 ) , the Interim Measures for the Equity Management of Commercial Banks ( 《商業銀行股權管理暫行辦法》 ) and other laws, regulations and regulatory requirements, as well as the relevant requirements of the Articles of Association, the Board resolved on 28 August 2020 to propose to amend the Administrative Measures for the Related Party Transactions (the “ Proposed Amendments to the Administrative Measures for the Related Party Transactions ”).

The resolution in relation to the Proposed Amendments to the Administrative Measures for the Related Party Transactions will be put forward at the EGM for Shareholders’ consideration and approval by way of an ordinary resolution.

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LETTER FROM THE BOARD

The Board also proposed to the EGM to authorise the Board and the senior management authorised by the Board to make relevant adjustments and revisions to the Administrative Measures for the Related Party Transactions in accordance with the requirements and opinions of the regulatory authorities (including but not limited to adjustments and revisions to characters, chapters and articles).

Details of the Proposed Amendments to the Administrative Measures for the Related Party Transactions are set out in Appendix II to this circular.

6. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In accordance with the relevant requirements of the Company Law, the Interim Measures for the Equity Management of Commercial Banks ( 《商業銀行股權管理暫行辦法》 ) , the Administrative Measures for the Related Party Transactions between the Commercial Banks and their Insiders or Shareholders ( 《商業銀行與內部人和股東關聯交易管理辦法》), the Guidelines on the Corporate Governance of Commercial Banks ( 《商業銀行公司治理指引》 ) , the Reply of the State Council on the Adjustment of the Provisions Applicable to the Notice Period for the Convention of Shareholders’ General Meeting of Overseas Listed Companies (Guo Han [2019] No. 97) ( 《國務院關於調整適用在境外上市公司召開股東大會通知期限等事項規定的批覆》 ( 國函 [2019]97 號 )) and the Notice of the CBRC on Strengthening Management of Pledge of Equity Interest in Commercial Banks (Yin Jian Fa [2013] No. 43) ( 《中國銀監會關於加強商業銀行股權質押管理的通知》 ( 銀監發 [2013]43 號 )) , as well as the requirements of the regulatory authorities on the amendments to the Articles of Association of the Company, the Board resolved on 28 August 2020 to propose to amend the Articles of Association currently in effect (“ Proposed Amendments to the Articles of Association ”).

The resolution in relation to the Proposed Amendments to the Articles of Association will be put forward at the EGM for Shareholders’ consideration and approval by way of a special resolution. The Proposed Amendments to the Articles of Association shall take effect on the date of approval by the banking and insurance regulatory authority of the State Council.

The Board also proposed to the EGM to authorise the Board and the senior management authorised by the Board to make relevant adjustments and revisions to the Articles of Association in accordance with the requirements and opinions of the relevant government departments and regulatory authorities (including but not limited to adjustments and revisions to characters, chapters and articles).

Details of the Proposed Amendments to the Articles of Association are set out in Appendix III to this circular.

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LETTER FROM THE BOARD

7. PROPOSED EXTENSION OF THE VALIDITY PERIOD OF THE ISSUANCE PLAN OF THE CAPITAL SUPPLEMENTAL BONDS AND RELEVANT SHAREHOLDERS’ RESOLUTION AND THE VALIDITY PERIOD OF THE AUTHORISATION TO THE BOARD AND THE PERSONS AUTHORISED BY THE BOARD TO DEAL WITH ALL MATTERS RELATING TO THE ISSUANCE OF CAPITAL SUPPLEMENTAL BONDS

The “Proposal on Issuance of Not More Than RMB15 Billion Capital Supplemental Bonds” and the “Proposal on the Authorisation of the Board and the Persons Authorised by the Board to Deal with All Matters Relating to the Issuance of Capital Supplemental Bonds” were considered and approved at the 2017 annual general meeting of the Company held on 18 May 2018. According to the resolution as approved at the 2017 annual general meeting (“ Relevant Shareholders’ Resolution ”), each of the validity period of the issuance plan of the Capital Supplemental Bonds and Relevant Shareholders’ Resolution and the validity period of the authorisation to the Board and the persons authorised by the Board to deal with all matters relating to the issuance of Capital Supplemental Bonds (the “ Authorisation ”) is 36 months from the date of being approved at the 2017 annual general meeting, i.e. from 18 May 2018 to 17 May 2021.

In accordance with the relevant laws, regulations and regulatory policies, the issuance of the Capital Supplemental Bonds is still subject to the approvals by the Heilongjiang Bureau of the CBIRC and the People’s Bank of China. As the validity period of each of the issuance plan of the Capital Supplemental Bonds, the Relevant Shareholders’ Resolution and the Authorisation is going to expire, in order to ensure the smooth implementation of the issuance of Capital Supplemental Bonds by the Company, the Company proposed to seek Shareholders’ approval at the EGM on extension of the validity period of each of the issuance plan of the Capital Supplemental Bonds, Relevant Shareholders’ Resolution and the Authorisation. The proposed extended validity period of each of the issuance plan of the Capital Supplemental Bonds, the Relevant Shareholders’ Resolution and the Authorisation shall be 36 months from the date of being approved at the EGM. The “Proposal on the Extension of the Validity Period of the Issuance Plan of the Capital Supplemental Bonds and Relevant Shareholders’ Resolution and the Validity Period of the Authorisation to the Board and the Persons Authorised by the Board to Deal with All Matters Relating to the Issuance of Capital Supplemental Bonds” was considered and approved by the Board at a meeting held on 28 August 2020, and will be put forward at the EGM for Shareholders’ consideration and approval by way of a special resolution.

Details of the issuance plan of the Capital Supplemental Bonds and the Proposal on the Authorisation of the Board and the Persons Authorised by the Board to Deal with All Matters Relating to the Issuance of Capital Supplemental Bonds as approved at the 2017 annual general meeting of the Bank are set out in Appendix IV and Appendix V to this circular for Shareholders’ reference.

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LETTER FROM THE BOARD

8. THE EGM

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the proxy form in accordance with the instructions printed thereon as soon as possible. For H Shareholders, the proxy form 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. For Domestic Shareholders, the proxy form should be returned to the Bank’s Board Office (No. 888 Shangjiang Street, Daoli District, Harbin 150070, Heilongjiang Province, China, Tel: 86-451-8677 9524), in any event served by hand, by post or by fax not less than 24 hours before the time stipulated for convening the EGM. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM if you so wish.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to Computershare Hong Kong Investor Services Limited (for H Shareholders) or the Bank’s Board Office (for Domestic Shareholders) on or before Thursday, 24 September 2020.

9. VOTING BY POLL

According to the Hong Kong Listing Rules, any vote of Shareholders at the EGM 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.

10. RECOMMENDATION

The Board considers that all the resolutions to be proposed at the EGM 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 Harbin Bank Co., Ltd. Guo Zhiwen

Chairman

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APPENDIX I PROPOSED AMENDMENTS TO THE EQUITY MANAGEMENT MEASURES

The Equity Management Measures is written in Chinese. The English version is an unofficial translation of its Chinese version and is for reference only. In case of any discrepancies, the Chinese version shall prevail.

Details of the proposed amendments to the Equity Management Measures are as follows:

Before the Amendment After the Amendment Article 1 For the purposes of standardizing Article 1 For the purposes of standardizing the management of the equity of Harbin the management of the equity of Harbin Bank Co., Ltd. (hereinafter referred to as the Bank Co., Ltd. (hereinafter referred to as the “Company”), maintaining the legitimate “Company”), maintaining the legitimate rights and interests of shareholders, these rights and interests of shareholders and Measures are hereby formulated according promoting the steady operation and the to the Company Law of the People’s sustainable and healthy development of Republic of China , the Law of the People’s the Company , these Measures are hereby Republic of China on Commercial Banks and formulated according to the Company Law other laws and regulations, the Guidelines of the People’s Republic of China , the Law for Corporate Governance of Commercial of the People’s Republic of China on Banks , the Interim Measures for Equity Commercial Banks and other laws and Management of Commercial Banks and other regulations, the Guidelines for Corporate regulatory requirements, as well as the Governance of Commercial Banks , the relevant requirements of the Articles of Interim Measures for Equity Management of Association of Harbin Bank Co., Ltd. Commercial Banks and other regulatory (hereinafter referred to as the “Articles of requirements, as well as the relevant Association of the Company”). requirements of the Articles of Association of Harbin Bank Co., Ltd. (hereinafter referred to as the “Articles of Association of the Company”). Article 2 These Measures shall apply to all Article 2 These measures shall apply to all shareholders who hold shares in the shareholders who hold ordinary shares in Company. the Company (hereinafter referred to as “the shares”) and the equity management of ordinary shares of the Company.

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APPENDIX I PROPOSED AMENDMENTS TO THE EQUITY MANAGEMENT MEASURES

Before	the	Amendment	After the Amendment	After the Amendment
Article	4		Article 4
......			......

For shares belonging to unconfirmed holders of securities accounts, the Company has opened a Special Account of Harbin Bank Co., Ltd. for Securities with Unconfirmed Holders of Securities Account at CSDC to register such shares. Shares registered under the account shall be under the unified management of the Company, including the confirmation of the holder, the registration of the holder’s securities account with CSDC, the disbursement of undistributed cash dividends of the relevant shares before the confirmation of holders, and judicial assistance for the relevant shares.

The H shares of the Company have all been registered in the register of holders of H shares. The original register of holders of H shares of the Company shall be maintained in Hong Kong and be managed by Computershare Hong Kong Investor Services Limited. A duplicate of the register of holders of H shares shall be placed at the Company’s domicile and shall be consistent with the original. According to the Articles of Association of the Company, registrations in or changes of the register of holders of H shares shall be conducted in accordance with the Articles of Association of the Company and the relevant provisions of Hong Kong law.

For shares belonging to unconfirmed holders of securities accounts, the Company has opened a special securities account for securities with unconfirmed holders ~~Special Account of Harbin Bank Co., Ltd. for Securities with Unconfirmed Holders of Securities Account~~ at CSDC to register such shares. Shares registered under the account shall be under the unified management of the Company, including the confirmation of the holder, the registration of the holder’s securities account with CSDC, the disbursement of undistributed cash dividends of the relevant shares before the confirmation of holders, and judicial assistance for the relevant shares. The H shares of the Company have all been registered in the register of holders of H shares. The original register of holders of H shares of the Company shall be maintained in Hong Kong and ~~be managed by~~ Computershare Hong Kong Investor Services Limited is entrusted to handle the transfer registration . A duplicate of the register of holders of H shares shall be placed at the Company’s domicile and shall be consistent with the original. According to the Articles of Association of the Company, registrations in or changes of the register of holders of H shares shall be conducted in accordance with the Articles of Association of the Company and the relevant provisions of Hong Kong law.

– 13 –

APPENDIX I PROPOSED AMENDMENTS TO THE EQUITY MANAGEMENT MEASURES

Before the Amendment After the Amendment (New Article) Article 10 Shareholders of the Company, who pledged their equities in the Company, shall abide by the laws and regulations and relevant provisions of the CBIRC on the pledge of equity of commercial banks, and shall not harm the interests of other shareholders and the Company. Article 7 The relationship between Article 12 ~~Article 7~~ The relationship shareholders of the Company and their between shareholders of the Company and controlling shareholders, de facto their controlling shareholders, de facto controllers, related parties, persons acting in controllers, related parties, persons acting in concert and ultimate beneficiaries shall be concert and ultimate beneficiaries shall be clear and transparent. clear and transparent. The shareholding ratio of shareholders and The shareholding ratio of shareholders and their related parties and parties acting in their related parties and parties acting in concert shall be calculated on a consolidated concert shall be calculated on a consolidated basis. basis. Article 12 Where a shareholder and its Article 13 ~~Article 12~~ Where an investor ~~a~~ related parties and parties acting in concert ~~shareholder~~ and its related parties and intend to individually or collectively parties acting in concert intend to initially hold, or increase their holding to, individually or collectively initially hold, or more than 5% of the total capital or total increase their holding to, more than 5% of shares of the Company, they shall notify the the total capital or total shares of the Company in advance and report to CBIRC or Company, they shall notify the Company in its dispatched offices for approval after been advance and report to CBIRC or its considered and approved by the board of dispatched offices for approval after been directors of the Company. The specific considered and approved by the board of requirements and procedures for approval directors of the Company. The specific shall be implemented in accordance with the requirements and procedures for approval relevant provisions of CBIRC. shall be implemented in accordance with the relevant provisions of CBIRC.

Article 12 Where a shareholder and its related parties and parties acting in concert intend to individually or collectively initially hold, or increase their holding to, more than 5% of the total capital or total shares of the Company, they shall notify the Company in advance and report to CBIRC or its dispatched offices for approval after been considered and approved by the board of directors of the Company. The specific requirements and procedures for approval shall be implemented in accordance with the relevant provisions of CBIRC.

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APPENDIX I PROPOSED AMENDMENTS TO THE EQUITY MANAGEMENT MEASURES

	Before the Amendment	After the	Amendment
	Article 13 Where a shareholder and its related parties and parties acting in concert individually or collectively hold more than 1% and less than 5% of the total capital or total shares of the Company, they shall report to CBIRC or its dispatched offices within ten working days after obtaining the corresponding shares. The specific reporting requirements and procedures shall be implemented in accordance with the relevant provisions of CBIRC.	Article 14
	(New Article)

– 15 –

APPENDIX I PROPOSED AMENDMENTS TO THE EQUITY MANAGEMENT MEASURES

Before the Amendment

Article 30 The board of directors of the Company assumes the ultimate responsibility for equity management. The chairman of the board of the Company is the first responsible person for handling equity affairs of the Company. The secretary of the board of directors shall assist the chairman and is the directly responsible person for handling equity affairs.

The office of the board of directors is the office that handles equity affairs of the Company.

Article 31 The Company shall strengthen communication with its shareholders and investors and be responsible for applying for administrative licenses, reporting shareholder information and other relevant matters, and submitting information, in relation to equity affairs.

After the Amendment Article 32 ~~Article 30~~ The board of directors of the Company should be diligent and fulfil duties, and assume ~~s~~ the ultimate responsibility for equity management. The chairman of the board of the Company is the first responsible person for handling equity affairs of the Company. The secretary of the board of directors shall assist the chairman and is the directly responsible person for handling equity affairs.

The office of the board of directors is the office that handles equity affairs of the Company. Article 33 ~~Article 31~~ The Company shall establish and improve the equity information management system and equity management system, and effectively conduct equity information registration, management of related party transactions, information disclosure and other works.

	The Company shall strengthen communication with its shareholders and investors and be responsible for applying for administrative licenses, reporting shareholder information and other relevant matters, and submitting information, in relation to equity affairs.
(New Article)	Article 39 The Company shall strengthen the management of equity pledge and release of pledge. Matters in relation to the registration and recording of the pledge of shares, and the management procedures and operating procedures for equity pledge and release of pledge shall be executed in accordance with the Administrative Measures for Equity Pledge (Release of Pledge) of Harbin Bank Co., Ltd.

The
Company
shall
strengthen
communication with its shareholders and
investors and be responsible for applying for
administrative
licenses,
reporting
shareholder information and other relevant
matters,
and
submitting
information,
in
relation to equity affairs.

(New Article)

Article 39 The Company shall strengthen
the management of equity pledge and
release of pledge. Matters in relation to
the
registration
and
recording
of
the
pledge of shares, and the management
procedures and operating procedures for
equity pledge and release of pledge shall
be
executed
in
accordance
with
the
Administrative
Measures
for
Equity
Pledge (Release of Pledge) of Harbin Bank
Co., Ltd.

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APPENDIX I PROPOSED AMENDMENTS TO THE EQUITY MANAGEMENT MEASURES

Before the Amendment After the Amendment Article 37 The shareholders of the Company Article 40 ~~Article 37~~ The Company and the shall abide by the equity-related information shareholders of the Company shall fully disclosure requirements stipulated by disclose relevant information and accept regulatory authorities and by the securities social supervision in accordance with regulatory body of the place where the laws, regulations and regulatory Company’s shares are listed. requirements, as well as ~~abide by~~ the equity-related information disclosure requirements stipulated by ~~regulatory authorities and by~~ the securities regulatory body of the place where the ~~Company’s~~ shares are listed. Article 43 Before accepting judicial Article 46 ~~Article 43~~ Before accepting inquiries, the office of the board of directors judicial inquiries, the office of the board of shall examine the originals of the inquiry directors of the Company shall examine the assistance notice issued by the people’s originals of the inquiry assistance notice courts, the people’s procuratorates or the issued by the people’s courts, the people’s public security organizations, and the work procuratorates or the public security permits or certificates for exercising official organizations, and the work permits or duties of the person conducting the inquiry. certificates for exercising official duties of Materials required by the judicial personnel the person conducting the inquiry. Materials conducting the inquiry may be transcribed, required by the judicial personnel copied and photographed, but the original conducting the inquiry may be transcribed, may not be borrowed out of the Company. copied and photographed, but the original may not be borrowed out of the Company. Article 45 Equity may not be transferred Article 48 ~~Article 45~~ Equity may not be during the equity freezing period. If a court transferred during the equity freezing enforces a transfer, the release procedures period. If a court enforces a transfer, the set out in Article 44 shall be first carried out. release procedures ~~set out in Article 44~~ shall When the court exercises equity rights and be first carried out. When the court exercises entrusts an asset appraisal agency to equity rights and entrusts an asset appraisal evaluate the value of the equity, the agency to evaluate the value of the equity, Company shall provide in accordance with the Company shall provide in accordance the law relevant information and materials to with the law relevant information and the asset appraisal agency appointed by the materials to the asset appraisal agency court, and shall have the right to raise appointed by the court, and shall have the objections to the appraisal report issued by right to raise objections to the appraisal the appraisal agency. report issued by the appraisal agency.

Article 43 Before accepting judicial inquiries, the office of the board of directors shall examine the originals of the inquiry assistance notice issued by the people’s courts, the people’s procuratorates or the public security organizations, and the work permits or certificates for exercising official duties of the person conducting the inquiry. Materials required by the judicial personnel conducting the inquiry may be transcribed, copied and photographed, but the original may not be borrowed out of the Company.

Article 45 Equity may not be transferred during the equity freezing period. If a court enforces a transfer, the release procedures set out in Article 44 shall be first carried out. When the court exercises equity rights and entrusts an asset appraisal agency to evaluate the value of the equity, the Company shall provide in accordance with the law relevant information and materials to the asset appraisal agency appointed by the court, and shall have the right to raise objections to the appraisal report issued by the appraisal agency.

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PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

The Administrative Measures for the Related Party Transactions is written in Chinese. The English version is an unofficial translation of its Chinese version and is for reference only. In case of any discrepancies, the Chinese version shall prevail.

Details of the proposed amendments to the Administrative Measures for the Related Party Transactions are as follows:

Before the Amendment

Article 1 In order to regulate the related party transactions of Harbin Bank Co., Ltd. (hereinafter referred to as the “Company”, the “Bank” or the “Head Office”), control the risks in related party transactions, facilitate the safe and steady operation of the Company, and protect the interests of depositors and the whole equity of all shareholders, these Measures are formulated in accordance with laws and regulations such as the Company Law of the People’s Republic of China and the Commercial Bank Law of the People’s Republic of China, regulatory rules such as the Administrative Measures for the Related Party Transactions between Commercial Banks and their Insiders or Shareholders, the Interim Measures for the Equity Management of Commercial Banks and the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (hereinafter referred to as the “Hong Kong Listing Rules”), as well as relevant requirements under the Articles of Association of Harbin Bank Co., Ltd. (hereinafter referred to as the “Articles of Association”).

After the Amendment

Article 1 In order to regulate the related party transactions of Harbin Bank Co., Ltd. (hereinafter referred to as the “Company”, the “Bank” or the “Head Office”), control the risks in related party transactions, facilitate the safe and steady operation of the Company, and protect the interests of depositors and the whole equity of all shareholders, these Measures are formulated in accordance with laws and regulations such as the Company Law of the People’s Republic of China and the Commercial Bank Law of the People’s Republic of China, regulatory rules such as the Administrative Measures for the Related Party Transactions between Commercial Banks and their Insiders or Shareholders ~~,~~ and the Interim Measures for the Equity Management of Commercial Banks , ~~and~~ the Rules Governing the Listing of Securities on ~~the Hong Kong Stock Exchange~~ The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Listing Rules”), as well as relevant requirements under the Articles of Association of Harbin Bank Co., Ltd. (hereinafter referred to as the “Articles of Association”).

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PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment After the Amendment Article 2 The related party transactions shall Article 2 The related party transactions shall be conducted in compliance with the be conducted in compliance with the following general principles: following general principles: (I) Adhering to the regulations by the China (I) Adhering to the laws, administrative Banking and Insurance Regulatory regulations, Accounting Standards for Commission (hereinafter, the “CBIRC”), Enterprises No. 36 – Disclosure About Hong Kong Listing Rules and other relevant Related Party, and the regulatory laws, regulations, departmental rules and regulations by the China Banking and regulatory requirements by regulatory Insurance Regulatory Commission authorities; (hereinafter, the “CBIRC”), Hong Kong Listing Rules and other relevant laws, (II) Complying with the principles of good regulations, departmental rules and faith and equity; regulatory requirements by regulatory authorities; (III) Following commercial principles or normal commercial terms. (II) Complying with the principles of good faith and equity; (III) Following commercial principles or normal commercial terms, and conducted on terms not more favorable than similar non-related party transactions . Article 3 Given the differences between the Article 3 Given the differences between the provisions in the CBIRC regulations and provisions in the CBIRC regulations and Hong Kong Listing Rules regarding the Hong Kong Listing Rules regarding the related party and related party transaction, if related party and related party transaction, if any transaction constitutes a related party any transaction constitutes a related party transaction under CBIRC regulations and/or transaction under CBIRC regulations and/or the Hong Kong Listing Rules, then the the Hong Kong Listing Rules, then the CBIRC regulations and the Hong Kong CBIRC regulations and the Hong Kong Listing Rules shall govern, whichever is Listing Rules shall govern, whichever is more stringent. (For instance, the financial more stringent. ~~(For instance, the financial~~ support provided by the Company as a ~~support provided by the Company as a~~ commercial bank to an affiliate of it on ~~commercial bank to an affiliate of it on~~ normal commercial terms during the daily ~~normal commercial terms during the daily~~ operations is an exempted related party ~~operations is an exempted related party~~ transaction in Hong Kong Listing Rules ~~transaction in Hong Kong Listing Rules~~ rather than the CBIRC regulations, in such ~~rather than the CBIRC regulations, in such~~ case, the more stringent rules shall govern.) ~~case, the more stringent rules shall govern.)~~

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PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment After the Amendment Article 5 These Measures shall apply to the (Delete) Head Office, all branches, two sub-branches and all subsidiary banks and subsidiaries. Article 7 The related parties of this Article 6 ~~Article 7~~ The related parties of this Company are divided into the related party Company are divided into the related party determined by the CBIRC and the connected determined by the CBIRC and the connected party by the HK Stock Exchange party by the HK Stock Exchange (hereinafter, the “Hong Kong Stock (hereinafter, the “Hong Kong Stock Exchange”). Exchange”). (I) Related parties determined by the CBIRC (I)…… The Company shall manage its shall refer to those determined by the controlling shareholders, actual CBIRC pursuant to the Administrative controllers, related parties, persons acting Measures for the Related Party Transactions in concert, and ultimate beneficiaries as between Commercial Banks and their its own related parties in accordance with Insiders or Shareholders and the Interim the principle of penetration. Measures for the Administration of Equity Management of Commercial Banks. Refer to (II) Related parties determined by the Hong Appendix I for specific definitions; Kong Stock Exchange shall refer to ~~those~~ connected person determined in accordance (II) Related parties determined by the Hong with the Hong Kong Listing Rules. Refer to Kong Stock Exchange shall refer to those Appendix II for specific definitions.

(II) Related parties determined by the Hong Kong Stock Exchange shall refer to those determined in accordance with the Hong Kong Listing Rules. Refer to Appendix II for specific definitions.

Article 11 Under the CBIRC Regulations, Article 10 ~~Article 11~~ Under the CBIRC related party transactions of the Company Regulations, related party transactions of the shall refer to any of the following activities Company shall refer to any of the following involving the transfer of any resource or activities involving the transfer of any obligation between the Company and any of resource or obligation between the Company its related parties: and any of its related parties: (I) Grant of credit; (I) Grant of credit; (II) Security; ~~(II) Security;~~ (III) Asset transfer; (II ~~III~~ ) Asset transfer; (IV) Provision of services; (III ~~IV~~ ) Provision of services; (V) Other related party transactions as (IV ~~V~~ ) Other related party transactions as determined by the CBIRC. determined by the CBIRC.

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PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment	After the Amendment
Article 12 Grant of credit shall refer to a	Article 11~~Article 12 ~~Grant of credit shall
direct financial support by this Company to	refer to a direct financial support by this
any of its clients, or provision of any	Company to any of its clients, or provision
guarantee for the indemnification or	of any guarantee for the indemnification or
payment obligation that may be incurred	payment obligation that may be incurred
during the business operation, including any	during the business operation, including any
loan (including trade finance), loan	loan (including trade finance), loan
commitment, acceptances and discounting,	commitment, acceptances and discounting,
investment in bonds, investment in special	investment in bonds, investment in special
purpose vehicles, securities repurchase,	purpose vehicles, securities repurchase,
trade finance, factoring, issuance of L/C,	trade finance, factoring, issuance of L/C,
letter of guarantee, overdraft, interbank	letter of guarantee, overdraft, interbank
lending, security, loan commitment, and	lending, security, loan commitment, and
other on and off-balance sheet businesses	other ~~on and off-balance sheet ~~businesses
the credit risks of which are essentially	the credit risks of which are essentially
borne by this Company or its wealth	borne by this Company or its wealth
management products.	management products.
	The Company shall confirm the ultimate
	debtor in accordance with the principle of
	penetration.

– 21 –

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment		After the Amendment
Article 15 Connected transactions	under the	Article 14~~Article 15 ~~Connected transactions
Hong Kong Listing Rules shall include the		under the Hong Kong Listing Rules shall
following:		include the following:
(I) Any transaction between the	Company	(I) Any transaction between the Company
and any of its connected	person.	and any of its connected person.
“Transaction” shall refer to any transaction of any nature, whether or not is conducted in		“Transaction” shall refer to any transaction in the ~~of any~~natureof capital and revenue,
the ordinary and usual course of the business		whether or not such transaction is
of the Company, including,	without	conducted in the ordinary and usual course
limitation:		of the daily business operation of the
		Company, including, without limitation:
1. Acquisition or disposal of assets;
		1. Acquisition or disposal of assets,
2. Writing, accepting, transferring,		including deemed disposals;
exercising or terminating any option related
to this Company or any of its parties;	connected	2. Writing, accepting, transferring, exercising or terminating an ~~any ~~option
		related to this Company or any of its
3. Entering into or terminating finance		connected parties in order to acquire or
leases or operating leases;		dispose of assets or to subscribe for
		securities;
4. Providing or receiving	financial
assistance, financial assistance	including	3. Entering into or terminating finance
granting credit, lending money, or	providing	leases or operating leases or sub-leases;
security or guarantee for a loan;
		4. Granting an indemnity or providing or
5. Provision of an indemnification or security;		receiving financial assistance~~,~~. Financial assistance including granting credit, lending
		money, or providing an indemnity against
6. Issuing new securities;		obligations under a loan, or guaranteeing or providing security ~~providing security or~~
7. Providing or receiving services;		~~guarantee~~for a loan;
8. Sharing services;		~~5.~~ ~~Provision~~ ~~of~~ ~~an~~ ~~indemnification~~ ~~or~~
		~~security;~~
9. Acquiring or providing raw	materials,
intermediate products and finished goods;		~~6.5~~. Issuing new securities of the Company or its subsidiaries, including underwriting
10. Payment, by the Company and a		or sub-underwriting an issue of securities;
connected party, of contribution to	increased
capital of a company the shares of	which are	~~7.6~~. Providing or receiving services;
held by both the Company and the	connected
party;

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PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment After the Amendment 11. Provision, by the Company and a ~~8.~~ 7. Sharing services; connected party, of any financial support to a company the shares of which are held by ~~9.8~~ . Acquiring or providing raw materials, both the Company and the connected party, intermediate products and finished goods; other than in proportion to their shareholdings; and ~~10. Payment, by the Company and a connected party, of contribution to increased~~ 12. Forming or entering into any ~~capital of a company the shares of which are~~ arrangement involving the formation of an ~~held by both the Company and the connected~~ equity or joint venture company with a ~~party;~~ connected party. ~~11. Provision, by the Company and a~~ (II) The Company enters into a transaction ~~connected party, of any financial support to~~ with a third party, and the connected person ~~a company the shares of which are held by~~ may obtain a benefit in the targeted company ~~both the Company and the connected party,~~ from relevant transactions, including: ~~other than in proportion to their shareholdings;~~ and 1. A transaction in which this Company acquires from or sells to any third party any ~~12.9~~ . Forming or entering into any shares held by it in the targeted company, arrangement involving the formation of an and a substantial shareholder (which shall equity or joint venture company with a refer to any shareholders holding or connected party. controlling more than 10% or more of the voting power thereof) of the targeted (II) The Company enters into a transaction company is, or is proposed to be, a controller with a third party, ~~and the connected person~~ of the Company, unless certain exemptions ~~may obtain a benefit in the targeted company~~ apply; ~~from relevant transactions,~~ including: Note: “Controller” shall refer to any 1. The Company provides financial director, chief executive or controlling assistance to a commonly held entity or shareholder (which shall refer to a receives financial assistance from a shareholder holding or controlling 30% or commonly held entity; more of the voting power thereof) of this Company or any of its subsidiary banks or subsidiaries.

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PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment	After the Amendment
2. A transaction in which the Company acquires any interest in the targeted company, and one of the shareholders of the targeted company is the controller of the Company, and (1) such interest is a fixed income, or (2) if such interest is an equity, the acquisition conditions thereof are less favorable than the acquisition conditions applicable to the controller or are of a class that is different from that held by the	Note: “Commonly held entity” shall refer to a company whose shareholders include any connected person(s) of the Company, its subsidiaries or at the Company level (who, individually or together, can exercise or control the exercise of 10% or more of the voting power at the Company’s general meeting. This 10% excludes any indirect interest held by the person(s) through the Company.

Before the Amendment

After the Amendment

2. A transaction in which the Company
acquires
any
interest
in
the
targeted
company, and one of the shareholders of the
targeted company is the controller of the
Company, and (1) such interest is a fixed
income, or (2) if such interest is an equity,
the acquisition conditions thereof are less
favorable than the acquisition conditions
applicable to the controller or are of a class
that is different from that held by the

Note: “Commonly held entity” shall refer
to a company whose shareholders include
any connected person(s) of the Company,
its subsidiaries or at the Company level
(who,
individually
or
together,
can
exercise or control the exercise of 10% or
more
of
the
voting
power
at
the
Company’s general meeting. This 10%
excludes any indirect interest held by the
person(s) through the Company.

A transaction in which the Company acquires any interest in the targeted company, and one of the shareholders of the targeted company is the controller of the Company, and (1) such interest is a fixed income, or (2) if such interest is an equity, the acquisition conditions thereof are less favorable than the acquisition conditions applicable to the controller or are of a class that is different from that held by the controller;

~~1.2~~ . A transaction in which this Company acquires from ~~or sells to~~ any third party any shares ~~held by it~~ in the targeted company, and a substantial shareholder (which shall refer to any shareholders holding or controlling more than 10% or more of the voting power thereof) of the targeted company is, or is proposed to be, a controller of the Company or an associate of a controller of the Company , unless certain exemptions apply;

A transaction in which the controller of the Company subscribes for any share in the targeted company, and the Company is a shareholder of the targeted company, and the class of shares subscribed for by the controller is different from that held by the Company or the controller subscribes for any share on special favorable terms.

(III) Any transaction between the Company and any of its connected subsidiaries. The definition of “connected subsidiary” is set out in Appendix II.

Note: “Controller” shall refer to any director, chief executive or controlling shareholder (which shall refer to a shareholder holding or controlling 30% or more of the voting power thereof) of this Company ~~or any of its subsidiary banks or subsidiaries~~ . ~~2. A transaction in which the Company acquires any interest in the targeted company, and one of the shareholders of the targeted company is the controller of the Company, and (1) such interest is a fixed income, or (2) if such interest is an equity, the acquisition conditions thereof are less favorable than the acquisition conditions applicable to the controller or are of a class that is different from that held by the controller;~~

– 24 –

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment After the Amendment ~~3. A transaction in which the controller of the Company subscribes for any share in the targeted company, and the Company is a shareholder of the targeted company, and the class of shares subscribed for by the controller is different from that held by the Company or the controller subscribes for any share on special favorable terms.~~ (III) Any transaction between the Company and any of its connected subsidiaries. The definition of “connected subsidiary” is set out in Appendix II. Article 17 When calculating the balance of a (Delete) transaction between a connected natural person and the Company, the transactions between his/her close relatives and this Company shall be aggregated; When calculating the balance of a transaction between a connected legal person or other organization and the Company, the transactions between the same connected party and/or its associates and the Company shall be aggregated.

– 25 –

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment	After the	Amendment
Article 18 ……	Article 16	~~Article 18~~
	……

(I) A connected transaction fully exempt (I) A connected transaction fully exempt from disclosure shall refer to one that is from disclosure shall refer to one that is permitted to be exempt from the compliance permitted to be exempt from the compliance with all provisions under the Hong Kong with all provisions under the Hong Kong Listing Rules regarding the reporting, Listing Rules regarding the reporting, announcement and independent announcement and independent shareholder’s approval. Such connected shareholder’s approval. Such connected transaction shall be conducted on normal transaction shall be conducted on normal commercial terms and in compliance with commercial terms and in compliance with the requirements for de minimis disclosure the requirements for de minimis disclosure exemption, which shall mean that all the exemption, which shall mean that all the applicable size test percentage ratios (other applicable size test percentage ratios (other than profit ratio) are: (1) less than 0.1% (or, than profit ratio) are: (1) less than 0.1% (or, 1%, if the other party to the transaction is a 1%, if the other party to the transaction is ~~a~~ subsidiary bank or a connected person at the ~~subsidiary bank or~~ a connected person at the subsidiary level of the Company); or (2) less subsidiary level of the Company); or (2) less than 5% and the total consideration is less than 5% and the total consideration is less than HKD1 million. than HKD ~~1~~ 3 million.

……

(III) A connected transaction required to be strictly disclosed shall refer to one that is required to strictly comply with the provisions under the Hong Kong Listing Rules regarding the reporting, announcement and independent shareholder’s approval. If any applicable size test result (a ratio, other than a profit ratio) is greater than 5%, then such connected transaction shall fall under this category.

(III) A connected transaction required to be strictly disclosed shall refer to one that is required to strictly comply with the provisions under the Hong Kong Listing Rules regarding the reporting, announcement and independent shareholder’s approval. ~~If any applicable size test result (a ratio, other than a profit ratio) is greater than 5%, then such connected transaction shall fall under this category.~~

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PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment	Before the Amendment	Before the Amendment	Before the Amendment	Before the Amendment	Before the Amendment							After the Amendment
Article 19		Under		the	Hong			Kong Listing				Article 17~~Article 19 ~~Under the Hong Kong
Rules, if this			Company conducts continuing									Listing Rules, if a series of connected
connected		transactions			with			a same related				transactions were entered into or
party and/or any of its associates, or transactions with target categories related to												completed within a 12-month period or are otherwise related, ~~if this Company~~
one	another		between			the		Company			and	~~conducts continuing connected transactions~~
different		connected			persons				have	been		~~with a same related party and/or any of its~~
completed		within a		same		12-month period or						~~associates,~~ ~~or~~ ~~transactions~~ ~~with~~ ~~target~~
the transactions are related							to		one another,			~~categories related to one another between~~
then	all	such		transactions shall							be	~~the~~ ~~Company~~ ~~and~~ ~~different~~ ~~connected~~
aggregated and be treated as if they were											one	~~persons have been completed within a same~~
transaction. The Company shall									comply	with		~~12-month period or the transactions are~~
the	relevant			connected					transaction			~~related~~ ~~to~~ ~~one~~ ~~another,~~ then all such
requirements			based on		the classification of							transactions shall be aggregated and be
the connected			transactions when aggregated.									treated as if they were one transaction. The
												Company shall comply with the relevant
												connected transaction requirements based on
												the classification of the connected
												transactions when aggregated. Factors that
												the Company shall consider for
												aggregation of a series of connected
												transactions include whether:
												(I) they are entered into by a same
												connected party, or parties who are
												connected with one another;
												(II) involve the acquisition or disposal of
												securities or interests in a certain
												company or a group company;
												(III) involve the acquisition or disposal of
												parts of one asset; or
												(IV) they together lead to substantial
												involvement by the Company in a new
												business activity.

– 27 –

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment	After the	Amendment
Article 20 …… (V) Buying or selling of consumer goods or services to or from connected parties in the ordinary course of business; (VI) Sharing of administrative services with connected parties at cost price; (VII) Connected transactions with connected parties of non-significant subsidiary banks/subsidiaries; the definition of non- significant subsidiary banks/subsidiaries is detailed in Appendix 2; (VIII) Connected transactions with associates of passive investors as connected parties; the definition of passive investors is detailed in Appendix II; (IX) The Company provides financial assistance to connected parties in the ordinary banking business on normal commercial terms, including granting credit, lending money, or providing an indemnity against obligations under a loan, or guaranteeing or providing security for a loan.	Article 18

– 28 –

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment	After the	Amendment
Article 22 According to different types of related party transactions determined by CBIRC regulations and Hong Kong Listing Rules, the Company must carry out review and approval in accordance with the following criteria: (I) Ordinary related party transactions/Related party transactions fully exempt from disclosures: …… (II) Significant related party transactions/Related party transactions partially exempt from disclosures: …… 2. The independent directors shall express their confirmation opinions on the fairness and approval procedures of significant related party transactions/the related party transactions partially exempt from disclosures; 3. Significant related party transactions identified in accordance with the CBIRC regulations shall be reported to the Board of	Article 20

Significant related party transactions identified in accordance with the CBIRC regulations shall be reported to the Board of Supervisors within 10 working days from the date of approval, and shall be reported to the CBIRC;

the date of approval, and shall be reported to 3. Significant related party transactions the CBIRC; ~~identified in accordance with the CBIRC regulations~~ shall be reported to the Board of …… Supervisors within 10 working days from the date of approval, and shall be reported to (III) Related party transactions required to the CBIRC;

(III) Related party transactions required to be strictly disclosed:

……

– 29 –

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment After the Amendment 3. A related party transaction that is required 5. Significant related party transactions to be strictly disclosed in accordance with shall be disclosed by series. the Hong Kong Listing Rules is subject to the provisions of the Hong Kong Listing (III) Related party transactions required to Rules on reporting, announcement and be strictly disclosed: independent shareholders’ approval, and is required to issue a circular to the …… shareholders. The Independent Board Committee expresses its opinion on whether 3. A related party transaction that is required the terms of the connected transactions or to be strictly disclosed in accordance with arrangements are fair and reasonable and the Hong Kong Listing Rules is subject to whether it is in the interests of the Company the provisions of the Hong Kong Listing and its shareholders as a whole, and after Rules on reporting, announcement and considering the opinions of the independent independent shareholders’ approval, and is financial adviser, voice its opinion on how required to issue a circular to the the shareholders vote on the connected shareholders. The Independent Board transactions and publish it in the circular Committee , after considering the opinion sent to shareholders. of the independent financial adviser, expresses its opinion on whether the terms of the connected transactions ~~or arrangements~~ are fair and reasonable , whether they are conducted in the course of the Company’s ordinary business on normal commercial terms and whether they are in the interests of the Company and its shareholders as a whole, as well as how the shareholders vote on the connected transactions, ~~and after considering the opinions of the independent financial adviser, voice its opinion on how the shareholders vote on the connected transactions~~ and publish it in the circular sent to shareholders.

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PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

	Before the Amendment	After the Amendment
	Article 23 When the Company and its	Article 21~~Article 23~~When the Company and
	connected parties conduct continuing	its connected parties conduct continuing
	connected transactions under Article 21(I) of	connected transactions under Article 19~~21~~(I)
	these Measures, they shall disclose and fulfil	of these Measures, they shall disclose and
	the relevant approval procedures in	fulfil the relevant approval procedures in
	accordance with the following provisions:	accordance with the following provisions:
	(I) The Company establishes a unified	(I) The Company establishes a unified
	trading framework agreement for continuing	trading framework agreement for continuing
	connected transactions, and reasonably	connected transactions, and reasonably
	estimates the total amount of the Company’s	estimates the total amount of the Company’s
	continuing connected transactions that will	continuing connected transactions that will
	occur in the current year by categories, and	occur in the current year by categories, and
	submits it to the Board or the general	~~submits it to the Board or the general~~
	meeting for review and disclosure based on the estimated results. The term of the	~~meeting for review and disclosure~~ fulfils relevant approval procedures based on the
	continuing connected transaction agreement	estimated results. The term of the continuing
	signed between the Company and its	connected transaction agreement signed
	connected person usually would not exceed	between the Company and its connected
	three years, and the estimated terms of	person~~usually~~would not exceed three years,
	annual cap for the same type of transactions	and the estimated terms of annual cap for the
	is determined. The relevant approval	same type of transactions is determined. The
	procedures and disclosure obligations shall	relevant approval procedures and disclosure
	be re-executed every three years in	obligations shall be re-executed every three
	accordance with the provisions of these	years in accordance with the provisions of
	Measures. The Company shall disclose the	these Measures.~~The Company shall disclose~~
	implementation of the continuing connected	~~the~~ ~~implementation~~ ~~of~~ ~~the~~ ~~continuing~~
	transaction agreement in the annual report	~~connected~~ ~~transaction~~ ~~agreement~~ ~~in~~ ~~the~~
	and the interim report and explain whether it	~~annual report and the interim report and~~
	complies with the provisions of the	~~explain~~ ~~whether~~ ~~it~~ ~~complies~~ ~~with~~ ~~the~~
	agreement.	~~provisions of the agreement.~~

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PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment	After the Amendment
(II) For a continuing connected transaction agreement that has been approved and implemented by the general meeting or the Board, if there is a major change in the main terms of the implementation process or the renewal of the agreement, the Company shall submit the newly revised or renewed continuing connected transaction agreement to the Board of Directors or the general meetings for consideration and approval based on the agreement term according to the classification criteria of the CBIRC regulations and the Hong Kong Listing Rules. …… (IV) In accordance with the requirements of the Hong Kong Listing Rules, the independent directors/independent non- executive directors shall review the continuing connected transactions annually and confirm following issues in the annual report: ……	(II) For a continuing connected transaction agreement that has been approved and implemented by the general meeting or the Board, if it is expected to exceed the annual cap under the agreement or there is a major change in the main terms of the implementation process or the renewal of the agreement, the Company shall re-submit the newly amended or renewed continuing connected transaction agreement to the Board of the Directors or the general meetings for consideration and approval, if necessary, in accordance with the requirements of CBIRC and the Hong Kong Listing Rules. ~~the Company shall~~ ~~submit~~ ~~the~~ ~~newly~~ ~~revised~~ ~~or~~ ~~renewed~~ ~~continuing connected transaction agreement~~ ~~to the Board of Directors or the general~~ ~~meetings for consideration and approval~~ ~~based on the agreement term according to~~ ~~the classification criteria of the CBIRC~~ ~~regulations and the Hong Kong Listing~~ ~~Rules.~~ …… (IV) In accordance with the requirements of the Hong Kong Listing Rules, the independent directors/independent non- executive directors shall review the continuing connected transactions annually and confirm following issues in the annual report:

Before the Amendment

After the Amendment

(II) For a continuing connected transaction
agreement
that
has
been
approved
and
implemented by the general meeting or the
Board, if there is a major change in the main
terms of the implementation process or the
renewal of the agreement, the Company
shall submit the newly revised or renewed
continuing connected transaction agreement
to the Board of Directors or the general
meetings for consideration and approval
based on the agreement term according to
the classification criteria of the CBIRC
regulations and the Hong Kong Listing
Rules.
……
(IV) In accordance with the requirements of
the
Hong
Kong
Listing
Rules,
the
independent
directors/independent
non-
executive
directors
shall
review
the
continuing connected transactions annually
and confirm following issues in the annual
report:
……

(II) For a continuing connected transaction
agreement
that
has
been
approved
and
implemented by the general meeting or the
Board, if it is expected to exceed the
annual cap under the agreement or there is
a major change in the main terms of the
implementation process or the renewal of the
agreement, the Company shall re-submit
the newly amended or renewed continuing
connected transaction agreement to the
Board of the Directors or the general
meetings for consideration and approval,
if
necessary,
in
accordance
with
the
requirements of CBIRC and the Hong
Kong Listing Rules. ~~the Company shall~~
~~submit~~
~~the~~
~~newly~~
~~revised~~
~~or~~
~~renewed~~
~~continuing connected transaction agreement~~
~~to the Board of Directors or the general~~
~~meetings for consideration and approval~~
~~based on the agreement term according to~~
~~the classification criteria of the CBIRC~~
~~regulations and the Hong Kong Listing~~
~~Rules.~~
……
(IV) In accordance with the requirements of
the
Hong
Kong
Listing
Rules,
the
independent
directors/independent
non-
executive
directors
shall
review
the
continuing connected transactions annually
and confirm following issues in the annual
report:

……

– 32 –

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

	Before the Amendment	After the Amendment
	2. These transactions are conducted on normal commercial terms, or if the comparable transactions are not sufficient to determine whether the terms of the transactions are on normal commercial terms, then for the Company, the terms of such transactions are no less favorable than those available to independent third parties, as the case may be; …… (V) In accordance with the requirements of the Hong Kong Listing Rules, the auditors of the Company are required to write to the Board each year (and copy to the Hong Kong Stock Exchange at least 10 business days prior to the delivery for printing the annual report of the Company) to confirm the relevant continuing connected transactions that are: …… 4. Not exceeding the number of years disclosed in the announcement.
		~~scose n e announcemen~~
	(New Article)

– 33 –

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment After the Amendment Article 24 When the Board of Directors and Article 23 ~~Article 24~~ When the Board of Risk Management and Related Party Directors and Risk Management and Related Transactions Control Committee of the Party Transactions Control Committee of the Company deliberates and votes on Company ~~deliberates and~~ votes or make connected transactions, the directors with decisions on connected transactions, the associated relationship in the connected personnel with connected relationship in transactions shall avoid voting. The the connected transactions ~~the directors~~ withdrawal and voting procedures ~~with associated relationship in the connected~~ implemented at the relevant board meeting ~~transactions~~ shall avoid voting. The are as follows: withdrawal and voting procedures implemented at the ~~relevant~~ board meeting (1) The directors with associated are as follows:

(1) The directors with associated relationship should voluntarily declare their interests and apply for withdrawal, otherwise other directors have the right to request their withdrawal;

(1) The personnel with connected relationship in the connected transactions ~~directors with associated relationship~~ should voluntarily declare their interests and apply for withdrawal, otherwise other directors have the right to request their withdrawal;

(2) Unless otherwise specified, directors with connected relationship shall not participate in the deliberation of connected transactions, nor shall they exercise voting rights on behalf of other directors;

transactions, nor shall they exercise voting (2) ~~Unless otherwise specified,~~ The rights on behalf of other directors; personnel with connected relationship in the connected transactions ~~directors with~~ …… ~~connected relationship~~ shall not participate in the deliberation of connected transactions, nor shall they exercise voting rights on behalf of other directors; …… Article 32 The Board of Supervisors shall (Delete) supervise and inspect the fairness and performance of approval procedures of related party transactions. Article 33 The Company shall manage its (Delete) major shareholders and their related entities as its own related parties according to the penetration principle. Article 34 The Company shall confirm the (Delete) final debtor according to the penetration principle.

– 34 –

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment After the Amendment Chapter VI Reporting System of Connected Chapter V ~~VI~~ Reporting Mechanism ~~System~~ Parties of Connected Parties Article 35 The directors and senior Article 26 ~~Article 35~~ The directors , managerial personnel of the Company shall, supervisors and senior managerial within 10 working days from the date of personnel of the Company shall, within 10 taking office, and the natural person shall working days from the date of taking office, report to the Risk Management and Related and the natural person shall report to the Party Transaction Control Committee of the Risk Management and Related Party Company their close relatives and their Transaction Control Committee of the related legal persons or other organizations Company their close relatives and their within 10 working days from the date when related legal persons or other organizations they become the major natural person and its associates within 10 working days shareholders of the Company. If any of the from the date when they become the major reported matters is changed, a report shall be natural person shareholders of the Company. made within 10 working days after it is If any of the reported matters is changed, a changed. report shall be made within 10 working days after it is changed.

The directors and senior managerial personnel of the head office and branches and the subsidiary banks or subsidiaries of the company, and the personnel who have the right to decide or participate in credit extension and asset transfer shall report to their close relatives and their associated legal persons or other organizations in accordance with this system.

The directors, supervisors, senior managerial personnel and natural person shareholders of the head office and branches and the ~~subsidiary banks or~~ subsidiaries of the company, and the personnel who have the right to decide or participate in credit extension and asset transfer shall report to their close relatives and their associated legal persons or other organizations and its associates in accordance with this system.

– 35 –

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment After the Amendment Article 36 The legal persons or any other Article 27 ~~Article 36~~ The legal persons or organizations shall, within 10 working days any other organizations shall, within 10 from the day when it becomes the nonworking days from the day when it becomes natural person shareholders of the Company, the ~~non-natural person shareholders~~ related report the following information related to legal persons of the Company, report the their connected parties to the Risk following information related to their Management and Related Party Transaction connected parties to the Risk Management Control Committee of the Company: and Related Party Transaction Control Committee of the Board of Directors of the (1) The natural-person controlling Company: shareholders, directors and important managerial personnel; (1) The natural-person controlling shareholders, directors and important (2) The controlling non-natural-person managerial personnel;

(2) The controlling non-natural-person shareholders;

(3) The legal persons or other organizations directly, indirectly or jointly controlled by them, and their directors and important managerial personnel.

(3) The legal persons or other organizations directly, indirectly or jointly controlled by them, and their directors and important managerial personnel; (4) Its associate (see Annex 2 for the definition of associate).

If any of the reporting matters as listed in the first paragraph of this Article is changed, it shall be reported to the Risk Management and Related Party Transaction Control Committee within 10 working days after it is changed.

Chapter VII Information Management of Connected Parties

Article 29 ~~Article 38~~ The Risk Management and Related Party Transaction Control Committee of the Board of Directors shall be responsible for confirming the connected parties of the Company ~~bank~~ and reporting to the board of directors and the board of supervisors. The Risk Management and Related Party Transaction Control Committee of the Board of Directors shall timely announce the connected parties confirmed by it ~~to all relevant departments, branches, sub branches, subsidiary banks and subsidiaries of the head office~~ .

Article 38 The Related Party Transaction Control Committee of the Board of Directors shall be responsible for confirming the connected parties of the bank and reporting to the board of directors and the board of supervisors. The Related Party Transaction Control Committee of the Board of Directors shall timely announce the connected parties confirmed by it to all relevant departments, branches, sub branches, subsidiary banks and subsidiaries of the head office.

– 36 –

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment After the Amendment Article 39 The relevant departments of the Article 30 ~~Article 39~~ The relevant head office, branches, sub-branches, and departments of the head office, ~~branches,~~ subsidiary banks and subsidiary companies ~~sub-branches,~~ and subsidiary banks and find that natural persons, legal persons, or subsidiary companies find that natural other organizations meet the conditions of persons, legal persons, or other affiliated parties but have not been organizations meet the conditions of recognized as affiliated parties or have been affiliated parties but have not been found a natural person, legal person or other recognized as affiliated parties or have been organization confirmed as a related party no found a natural person, legal person or other longer meets the requirements for a related organization confirmed as a related party no party and shall promptly report to the longer meets the requirements for a related Related Party Transaction Control party and shall promptly report to the Risk Committee of the Board of Directors. Management and Related Party Transaction Control Committee of the Board of Directors. Chapter VIII Execution of Connected Chapter VI ~~VIII Execution~~ Supervision and Transactions Administration of Connected Transactions Article 27 The board of directors of the Article 32 ~~Article 27~~ The board of directors Company is responsible for the supervision of the Company is responsible for the and management of connected transactions, supervision and management of connected and its responsibilities include: transactions, and its responsibilities include: (I) To formulate the Company’s related party (I) To formulate the Company’s related party transaction policies and related regulations; transaction policies and related regulations; (II) To approve the related party transactions (II) To approve the related party transactions and continuing related party transactions and continuing related party transactions that are subject to review and approval by that are subject to review and approval by the Board as stipulated in Articles 22 and 23 the Board as stipulated in Articles 20 ~~22~~ and of these Measures, and submit (if applicable) 21 ~~23~~ of these Measures, and submit (if related party transactions approved by the applicable) related party transactions general meeting; approved by the general meeting; (III) Information disclosure of related party (III) Information disclosure of related party transactions and other powers and transactions and other powers and responsibilities authorized by the general responsibilities authorized by the general meeting. meeting.

(III) Information disclosure of related party transactions and other powers and responsibilities authorized by the general meeting.

– 37 –

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

	Before the Amendment	After the	Amendment
	Article 28 The Board shall have a Risk Management and Related Transaction Control Committee with no less than three members and an independent director as the person in charge. The committee is primarily responsible for, but not limited to: (I) Collect and organize the list and information of related parties of the Company; (II) Inspect and supervise the control of the Company’s related party transactions, and the implementation of the Company’s related party transaction control system by the directors, senior management personnel and related parties of the Company, and report to the Board; ……	Article 33
	Article 30 The senior management of the Company shall undertake the following responsibilities in the management of connected transactions: …… (3) To order all departments, branches, sub branches, subsidiary banks and subsidiary companies to timely, accurately and completely declare transactions and connected parties; (4) Strictly abide by the related transaction management control process; ……	Article 34

– 38 –

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

	Before the Amendment	Before the Amendment
	Article 31 All branches, sub branches and subsidiary banks shall pay attention to the identification of connected parties and connected transactions in their daily work, and report to the Risk Management and Related Party Transaction Control Committee of the Board of Directors in case of any failure to timely report or risk signs.	Article 35
	Article 41 The Company shall not violate the following principles after providing credit to related parties: …… (3) The Company’s credit balance to substantial shareholders or controlling shareholders, the actual controller, related party, persons acting in concert, ultimate beneficiary shall not exceed 10% of the company’s net capital, and the total credit balance to the group customers or individual substantial shareholders and their controlling shareholders, actual controllers, related parties, persons acting in concert and ultimate beneficiaries shall not exceed 15% of the net capital of commercial banks, and the credit balance of all related parties shall not exceed 50% of the Company’s net capital. ……	Article 36

– 39 –

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment		After the Amendment
Article 41 The Company shall not violate the		Article 37~~Article 41~~ When calculating the
following principles after providing credit to		balance of transactions between related
connected parties:		party natural persons and the Company,
		the transactions between their close
……		relatives and the Company shall be
		calculated on consolidated basis; when
When calculating the credit	balance of a	calculating the balance of transactions
related party, the margin deposit provided by		between related party legal persons or
the related party and the pledge bank deposit		other organizations and the Company, the
slip and the treasury bond portion can be		transactions between the legal persons or
deducted.		other organizations constituting group
		customers and the Company shall be
		calculated on consolidated basis.
		When calculating the credit balance of a
		related party, the margin deposit provided by
		the related party and the pledge bank deposit
		slip and the treasury bond portion can be
		deducted.
Article 42 If the major shareholders of the		Article 38 If the major shareholders of the
Company or the connected entities of the		Company or its controlling shareholder,
major shareholders is a financial institution,		actual controller, related party, persons
the Company shall abide by	the laws and	acting in concert and ultimate beneficiary
regulations and the relevant	provisions of	~~or~~ ~~the~~ ~~connected~~ ~~entities~~ ~~of~~ ~~the~~ ~~major~~
the relevant regulatory authorities on the		~~shareholders ~~is a financial institution, the
interbank business when carrying out		Company shall abide by the laws and
interbank business with the Company.		regulations and the relevant provisions of
		the relevant regulatory authorities on the
		interbank business when carrying out
		interbank business with the Company.
(New Article)		Article 40 The Board of Supervisor of the
		Company shall supervise and inspect the
		fairness of related party transactions and
		the fulfilments of approval procedures.
Chapter IX Pricing policy for	related party	Chapter VII~~IX ~~Pricing policy for related
transactions		party transactions

– 40 –

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment After the Amendment Article 45 If the following transactions Article 42 ~~Article 45~~ If the following occur between the Company and substantial transactions occur between the Company shareholders or the related parties of and major shareholders or their substantial shareholders, it shall abide by controlling shareholders, actual laws and regulations and the relevant controllers, related parties, persons acting provisions by CBIRC, and shall be in concert and ultimate beneficiaries conducted in accordance with commercial ~~substantial shareholders or the related~~ principles, and shall not be superior to ~~parties of substantial shareholders~~ , it shall non-related parties in the same trading abide by laws and regulations and the conditions to prevent risk contagion and relevant provisions by CBIRC, and shall be benefits delivery: conducted in accordance with commercial principles, and shall not be superior to …… non-related parties in the same trading conditions to prevent risk contagion and benefits delivery: …… Chapter X Audit, report and information Chapter VIII ~~X~~ Audit, report and disclosure of related party transactions information disclosure of related party transactions Article 46 The internal auditing department Article 43 ~~Article 46~~ The internal auditing of the Company shall conduct at least one department of the Company shall conduct at special auditing on the related party least one special auditing on the related transactions of the Company every year, and party transactions of the Company every shall report the auditing result to the Board year, and shall report the auditing result to of Directors and the Board of Supervisors the Board of Directors and the Board of and the Risk Management and Related Party Supervisors and the Risk Management and Transaction Control Committee of the Board Related Party Transaction Control of Directors. Committee of the Board of Directors. Article 50 The Bank’s related party Article 47 ~~Article 50~~ The Company ~~Bank~~ ’s transaction information disclosure is carried related party transaction information out in accordance with the Measures for the disclosure is carried out in accordance with Information Disclosure of Commercial the Measures for the Information Disclosure Banks, the Company’s Information of Commercial Banks, the Company’s Disclosure Management System and the Information Disclosure Management System Hong Kong Listing Rules and related and the Hong Kong Listing Rules and regulations. The notes to the annual and related regulations. The notes to the annual interim financial statements should include and interim financial statements should at least the following: include at least the following:

……

– 41 –

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment	Before the Amendment	After the Amendment
Chapter XI Penalty		Chapter IX~~XI ~~Penalty
(New Article)		Article 50 If a shareholder of the
		Company compels the Company to engage
		in the following acts by exerting
		his/her/its influence on the Company, the
		China Banking and Insurance Regulatory
		Commission may restrict the rights of the
		shareholder based on different
		circumstances; and in the following
		serious circumstances, the controlling
		shareholder may be ordered to transfer
		his/her/its equity:
		(1) Failing to conduct the related party
		transactions according to Article 2 of the
		Measures and resulting in losses incurred
		by the Company;
		(2) Failing to examine and approve the
		related party transactions in accordance
		with Article 20 of the Measures;
		(3) Granting non-guaranteed credits to
		the related parties;
		(4) Providing guaranties for the financing
		activities of related parties in violation of
		the Measures;
		(5) Granting credits by accepting the
		Company’s equity as a pledge;
		(6) Hiring an accounting firm controlled
		by a related party to conduct auditing for
		the Company;
		(7) The balance of credit granted to
		related parties exceeds the proportion
		specified under the Measures;
		(8) Failing to disclose information
		according to Article 48 of the Measures.

– 42 –

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

	Before the Amendment	After the Amendment
	(New Article)	Article 51 Any of the directors or senior
		management of the Company, who is
		under any of the following circumstance,
		shall be ordered to make correction
		within a time limit by the China Banking
		and Insurance Regulatory Commission. If
		he/she fails to do so or the circumstance is
		serious, the China Banking and Insurance
		Regulatory Commission may order the
		Company to change directors or senior
		management:
		(1) Failing to report the required matters
		in accordance with Article 26 of the
		Measures;
		(2) Failing to make commitments
		according to Article 28 of the Measures;
		(3) There is any false information or
		serious omission in the report made by
		him/her;
		(4) Failing to withdraw in accordance
		with Article 23 of the Measures; or
		(5) The independent director fails to issue
		written opinions in accordance with
		Article 34 of the Measures.

	(New Article)	Article 52 The China Banking and
		Insurance Regulatory Commission may,
		according to the risk status of the related
		party transaction of the Company, cut
		down the proportion of the credit balance
		in the net capital granting by the
		Company to one related party or all
		related parties.

– 43 –

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment	After the Amendment
(New Article)	Article 53 For a shareholder that makes any false statement, abuses shareholders’ rights or otherwise damages the interests of the Company, the CBIRC or its dispatched office may restrict or prohibit related party transactions between the Company and such shareholder, restrict the limit of equity held in the Company and equity pledge ratio etc., and restrict its right to request convening of a general meeting, the voting right, right of nomination, right of submitting proposals and right of disposition etc.
Appendix II: …… I. The Company’s connected natural person refers to: …… (II) Directors, supervisors and chief executive officer of any subsidiary banks or subsidiaries of the Company; Directors shall include any person serves as a director of any subsidiary banks or subsidiaries twelve months prior to the transaction date; Note: If relevant subsidiary bank or subsidiary is non-significant subsidiary (definition of non-significant subsidiary is set out under the section headed “definitions”), relevant transactions shall be fully exempted connected transaction. ……	Appendix II: …… I. The Company’s connected natural person refers to: …… (II) Directors, supervisors and chief executive officer of any significant ~~subsidiary~~ ~~banks~~ ~~or~~ subsidiaries of the Company (definition of non-significant subsidiary is set out under the section headed “definitions”); Directors shall include any person serves as a director of any subsidiary banks or subsidiaries twelve months prior to the transaction date; ~~Note:~~ ~~If~~ ~~relevant~~ ~~subsidiary~~ ~~bank~~ ~~or~~ ~~subsidiary~~ ~~is~~ ~~non-significant~~ ~~subsidiary~~ ~~(definition of non-significant subsidiary is~~ ~~set~~ ~~out~~ ~~under~~ ~~the~~ ~~section~~ ~~headed~~ ~~“definitions”), relevant transactions shall be~~ ~~fully exempted connected transaction.~~

Before the Amendment

After the Amendment

(New Article)

Article 53 For a shareholder that makes
any false statement, abuses shareholders’
rights or otherwise damages the interests
of
the
Company,
the
CBIRC
or
its
dispatched office may restrict or prohibit
related party transactions between the
Company and such shareholder, restrict
the limit of equity held in the Company
and equity pledge ratio etc., and restrict
its right to request convening of a general
meeting,
the
voting
right,
right
of
nomination, right of submitting proposals
and right of disposition etc.

Appendix II:
……
I. The Company’s connected natural person
refers to:
……
(II)
Directors,
supervisors
and
chief
executive officer of any subsidiary banks or
subsidiaries of the Company; Directors shall
include any person serves as a director of
any subsidiary banks or subsidiaries twelve
months prior to the transaction date;
Note:
If
relevant
subsidiary
bank
or
subsidiary
is
non-significant
subsidiary
(definition of non-significant subsidiary is
set
out
under
the
section
headed
“definitions”), relevant transactions shall be
fully exempted connected transaction.
……

Appendix II:
……
I. The Company’s connected natural person
refers to:
……
(II)
Directors,
supervisors
and
chief
executive
officer
of
any
significant
~~subsidiary~~
~~banks~~
~~or~~
subsidiaries
of
the
Company
(definition
of
non-significant
subsidiary is set out under the section
headed
“definitions”);
Directors
shall
include any person serves as a director of
any subsidiary banks or subsidiaries twelve
months prior to the transaction date;
~~Note:~~
~~If~~
~~relevant~~
~~subsidiary~~
~~bank~~
~~or~~
~~subsidiary~~
~~is~~
~~non-significant~~
~~subsidiary~~
~~(definition of non-significant subsidiary is~~
~~set~~
~~out~~
~~under~~
~~the~~
~~section~~
~~headed~~
~~“definitions”), relevant transactions shall be~~
~~fully exempted connected transaction.~~

……

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PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment	After the Amendment
(IV) Substantial natural person shareholders of any subsidiaries of the Company; Definition of substantial natural person shareholder is set out in paragraph above; (V) Associates of the above connected natural person. Associate refers to: (1)(a) His/her immediate family member (please refer to the definitions for specific scope of immediate family member); (b) trustee (refers to trustee of a trust in which such connected natural person or his/her immediate family member is beneficiary); or (c) any company or its subsidiary in which such connected natural person, his/her immediate family member or trustee individually or jointly hold 30% or more of voting power (including joint venture or associate); (2)(a) his/her family member (please refer to the definitions for specific scope of family	(IV) Substantial natural person shareholders of any significant subsidiaries of the Company (definition of non-significant subsidiary is set out under the paragraph headed “definitions”); Definition of substantial natural person shareholder is set out in paragraph above; (V) Associates of the above connected natural person. Associate refers to: (1)(a) His/her immediate family member (please refer to the definitions for specific scope of immediate family member); (b) trustee (refers to trustee of a trust in which such connected natural person or his/her immediate family member is beneficiary); or (c) any company ~~or~~and its subsidiary in which such connected natural person, his/her immediate family member or trustee individually or jointly hold 30% or more of voting power (including joint venture or associate);

Before the Amendment

After the Amendment

(IV) Substantial natural person shareholders
of
any
subsidiaries
of
the
Company;
Definition
of
substantial
natural
person
shareholder is set out in paragraph above;
(V) Associates
of
the
above
connected
natural person. Associate refers to:
(1)(a) His/her immediate family member
(please refer to the definitions for specific
scope of immediate family member); (b)
trustee (refers to trustee of a trust in which
such connected natural person or his/her
immediate family member is beneficiary); or
(c) any company or its subsidiary in which
such
connected
natural
person,
his/her
immediate
family
member
or
trustee
individually or jointly hold 30% or more of
voting power (including joint venture or
associate);
(2)(a) his/her family member (please refer to
the definitions for specific scope of family

(IV) Substantial natural person shareholders
of
any
significant
subsidiaries
of
the
Company
(definition
of
non-significant
subsidiary is set out under the paragraph
headed
“definitions”);
Definition
of
substantial natural person shareholder is set
out in paragraph above;
(V) Associates
of
the
above
connected
natural person. Associate refers to:
(1)(a) His/her immediate family member
(please refer to the definitions for specific
scope of immediate family member); (b)
trustee (refers to trustee of a trust in which
such connected natural person or his/her
immediate family member is beneficiary); or
(c) any company ~~or~~and its subsidiary in
which such connected natural person, his/her
immediate
family
member
or
trustee
individually or jointly hold 30% or more of
voting power (including joint venture or
associate);

(2)(a) his/her family member (please refer to the definitions for specific scope of family member); (b) trustee (refers to trustee of a trust in which such connected natural person or his/her family member is beneficiary); or (c) any company or its subsidiary in which such related natural person, his/her family member or trustee individually or jointly hold 50% of voting power;

(2)(a) his/her family member (please refer to the definitions for specific scope of family member); ~~(b) trustee (refers to trustee of a trust in which such connected natural person or his/her family member is beneficiary);~~ or ( ~~c~~ b ) any company ~~or~~ and its subsidiary in which a family member individually or jointly, or his/her family member, such related natural person, his/her close family member or trustee individually or jointly hold more than 50% of voting power;

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PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment After the Amendment (3)(a) his/her relative (please refer to the (3)(a) his/her relative (please refer to the definitions for specific scope of relative); definitions for specific scope of relative); (b) trustee (refers to trustee of a trust in ~~(b) trustee (refers to trustee of a trust in~~ which such connected natural person or ~~which such connected natural person or~~ his/her relative is beneficiary); or (c) any ~~his/her relative is beneficiary);~~ or ( ~~c~~ b ) any company or its subsidiary in which such company or its subsidiary in which his/her natural person, his/her relative or trustee relative individually or jointly, or his/her individually or jointly hold 50% of voting relative, such connected natural person, power. his/her immediate family member, family member ~~relative~~ or trustee individually or jointly hold more than 50% of voting power. Appendix II: Appendix II: …… …… II. The Company’s connected legal person II. The Company’s connected legal person refers to: refers to: …… …… (II) Substantial legal person shareholders of (II) Substantial legal person shareholders of any subsidiary bank or subsidiary of the any significant ~~subsidiary bank or~~ Company; Definition of substantial legal subsidiary of the Company (definition of person shareholder is set out in paragraph non-significant subsidiary is set out under above; the paragraph headed “definitions”) ; Definition of substantial legal person Note: If relevant subsidiary bank or shareholder is set out in paragraph above; subsidiary is non-significant subsidiary (definition of non-significant subsidiary is ~~Note: If relevant subsidiary bank or~~ set out under the section headed ~~subsidiary is non-significant subsidiary~~ “definitions”), relevant transactions shall be ~~(definition of non-significant subsidiary is~~ fully exempted connected transaction. ~~set out under the section headed “definitions”), relevant transactions shall be~~ (III) Associates of the above substantial ~~fully exempted connected transaction.~~

(III) Associates of the above substantial legal person shareholders. Associate refers to:

(III) Associates of the above connected legal person ~~substantial legal person shareholders~~ . Associate refers to:

(3) any company or its subsidiary in which such substantial legal person shareholders, any member of its group company, and/or trustee individually or jointly hold more than 30% of voting power;

(3) any company or its subsidiary in which such connected legal person ~~substantial legal person shareholders~~ , any member of its group company, and/or trustee individually or jointly hold ~~more than~~ 30% or more of voting power;

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PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment After the Amendment Appendix II: Appendix II: …… …… IV. Definitions: IV. Definitions: …… …… (III) Relatives refer to the parent of spouse, (III) Relatives refer to the parent of spouse, the spouse of children, grandparents, the spouse of children, grandparents, grandchildren, siblings of the parent, grandchildren, siblings of the parent, cousins, spouse of sister, siblings of spouse cousins, spouse of siblings ~~sister,~~ siblings of and children of siblings; spouse and children of siblings; (IV) Connected subsidiary refers to the (IV) Connected subsidiary refers to the subsidiary of the Company in which the subsidiary of the Company and any connected person at the Company’s level can subsidiary of such subsidiary in which the exercise or control the exercise of 10% or connected person at the Company’s level can more of voting power; exercise or control the exercise of 10% or more of voting power;

……

(VI) Passive investor refers to an investor who is a substantial shareholder (exercise or control the exercise of 10% or more shareholding in the Company) but not a controlling shareholder of the Company (exercise or control the exercise of 30% or more shareholding in the Company). In addition, such substantial shareholder is a sovereign fund or a unit trust or mutual fund with diversified investments, and is not involved in the management of the Company and does not have any representative on the Board of Directors of the Company.

(VI) Passive investor refers to an investor who is a substantial shareholder (exercise or control the exercise of 10% or more of voting power ~~shareholding in the Company~~ ) but not a controlling shareholder of the Company or its subsidiary (exercise or control the exercise of 30% or more of voting power ~~shareholding in the Company~~ ). In addition, such substantial shareholder is a sovereign fund or a unit trust or mutual fund with diversified investments, ~~and~~ is not involved in the management of the Company and does not have any representative on the Board of Directors of the Company or its subsidiary, and is independent from the directors, chief executive, controlling shareholder and any other substantial shareholder of the Company or its subsidiary .

– 47 –

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

APPENDIX II

Before the Amendment After the Amendment Appendix III: Appendix III: …… …… According to the Hong Kong Listing Rules, According to the Hong Kong Listing Rules, “percentage ratios” are the figures, “percentage ratios” are the figures, expressed as percentages resulting from expressed as percentages resulting from each of the following calculations, if each of the following calculations, if applicable: applicable: (a) Total assets test: Total book value of (a) ~~Total a~~ A ssets ratio ~~test~~ : Total ~~book value~~ assets which are the subject of the ~~of~~ assets which are the subject of the transaction/Total consolidated assets of the transaction/Total consolidated assets of the Company (including intangible assets) Company ~~(including intangible assets)~~ (b) Revenue test: Revenue generated from (b) Revenue ratio ~~test~~ : Revenue ~~generated~~ the assets which are the subject of the ~~from~~ attributable to the assets which are the transaction/Consolidated revenue of the subject of the transaction/Consolidated Company revenue of the Company (c) Consideration to total market (c) Consideration ratio ~~to total market~~ capitalization test: Total consideration to be ~~capitalization test~~ : Total consideration to be paid/Total market capitalization of the paid/Total market capitalization of the Company (note) Company (note)

Note: The total market capitalisation is the average closing price of the Company’s securities as stated in the Exchange’s daily quotations sheets for the five business days immediately preceding the date of the connected transaction.

Value of share capital to be issued by the Company as consideration for the transaction:

(d) Equity capital test: Book value of share capital to be issued by the Company as consideration/Book value of the Company’s issued shares capital

Note: Solely applicable to certain transactions involved issuance of shares as the payment of consideration

~~Value of share capital to be issued by the Company as consideration for the transaction:~~

(d) Equity capital ratio ~~test~~ : ~~Book value of share capital~~ Number of shares to be issued by the Company as consideration/ ~~Book value~~ Total number of the Company’s issued shares ~~capital~~ immediately before the transaction

Note: Solely applicable to certain transactions involved issuance of shares as the payment of consideration

– 48 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

The Articles of Association is written in Chinese. The English version is an unofficial translation of its Chinese version and is for reference only. In case of any discrepancies, the Chinese version shall prevail.

Details of the proposed amendments to the Articles of Association are as follows:

	Before the Amendment	After the Amendment
	Article 4 Promoters of the Company are Harbin Economic Development and Investment Company and other 154 institutions with legal person status as well as 4,756 natural persons.
		contributions.
	Article 52 Registration of change in the H share register of members due to shares transfer shall not be allowed within thirty (30) days prior to the date of a general meeting or within five (5) days before the base date set by the Company for the purpose of distribution of dividends.
	Chapter V Rights and Obligations of Shareholders	Chapter V Shareholders

– 49 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment	After the Amendment
(New Section)	Section I Rights and Obligations of Shareholders
Article 65 Shareholders of the Company shall perform the following obligations: …… (9) credit balance of the same shareholder in the Company shall not exceed 10% of the net capital of the Company; credit extension in the Company of connected enterprises of the shareholder shall be aggregated with that of the shareholders, and it shall not exceed 15% of the net capital of the Company; (10) when the capital adequacy ratio of the Company is lower than the mandatory standard and the supervision requirement of the banking regulatory authority of the State Council, shareholders shall support measures put forward by the Board of Director to improve the capital adequacy ratio;	Article 65 Shareholders of the Company shall perform the following obligations: …… ~~(9) credit balance of the same shareholder in~~ ~~the Company shall not exceed 10% of the net~~ ~~capital of the Company; credit extension in~~ ~~the Company of connected enterprises of the~~ ~~shareholder shall be aggregated with that of~~ ~~the shareholders, and it shall not exceed 15%~~ ~~of the net capital of the Company;~~ ~~(10)~~ (9) when the capital adequacy ratio of the Company is lower than the mandatory standard and the supervision requirement of the banking and insurance regulatory authority of the State Council, shareholders shall support measures put forward by the Board of Director to improve the capital adequacy ratio; (10) the relationship between a shareholder and its controlling shareholder, actual controller, related party, person acting in concert, ultimate beneficiary and other parties shall be clear and transparent; and the shareholding ratio of a shareholder and that of its related party and person acting in concert shall be calculated on a consolidated basis;

Before the Amendment

After the Amendment

(New Section)

Section
I
Rights
and
Obligations
of
Shareholders

Article 65 Shareholders of the Company
shall perform the following obligations:
……
(9) credit balance of the same shareholder in
the Company shall not exceed 10% of the net
capital of the Company; credit extension in
the Company of connected enterprises of the
shareholder shall be aggregated with that of
the shareholders, and it shall not exceed 15%
of the net capital of the Company;
(10) when the capital adequacy ratio of the
Company
is
lower
than
the
mandatory
standard and the supervision requirement of
the banking regulatory authority of the State
Council,
shareholders
shall
support
measures put forward by the Board of
Director to improve the capital adequacy
ratio;

Article 65 Shareholders of the Company
shall perform the following obligations:
……
~~(9) credit balance of the same shareholder in~~
~~the Company shall not exceed 10% of the net~~
~~capital of the Company; credit extension in~~
~~the Company of connected enterprises of the~~
~~shareholder shall be aggregated with that of~~
~~the shareholders, and it shall not exceed 15%~~
~~of the net capital of the Company;~~
~~(10)~~ (9) when the capital adequacy ratio of
the Company is lower than the mandatory
standard and the supervision requirement of
the
banking
and
insurance
regulatory
authority of the State Council, shareholders
shall support measures put forward by the
Board of Director to improve the capital
adequacy ratio;
(10)
the
relationship
between
a
shareholder
and
its
controlling
shareholder,
actual
controller,
related
party, person acting in concert, ultimate
beneficiary and other parties shall be
clear
and
transparent;
and
the
shareholding ratio of a shareholder and
that of its related party and person acting
in
concert
shall
be
calculated
on
a
consolidated basis;

– 50 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment After the Amendment (11) shareholders shall report to the Board of (11) shareholders shall lawfully fulfil the Directors timely, truly and completely the fiduciary duty to the Company, and shall situations of connected enterprises, the ensure the truthfulness, completeness and connected relationship with other validity of the submitted information on shareholders, situations of other commercial shareholder qualification; shareholders banks which they hold shares and situations shall report to the Board of Directors timely, of its related transaction with the Company truly and completely the situations of and other information. Material changes in connected enterprises, the connected matters such as the legal representatives, relationship with other shareholders, name of the Company, registered address situations of other commercial banks which and related parties by the legal person they hold shares and situations of its related shareholder shall be reported to the Board of transaction with the Company and other Director of the Company timely; information , and shall timely report to the shareholders who fail to apply to the Board of Directors in case of any changes regulatory authority for approval or fail to in the aforesaid information . Material report to the regulatory authority, despite changes in matters such as the legal being required to do so, are not permitted to representatives, name of the Company, exercise the right to request convening of a registered address and related parties by the general meeting of shareholders, the voting legal person shareholder shall be reported to right, right of nomination, right of the Board of Director of the Company submitting proposals, and right of timely; shareholders who fail to apply to the disposition, etc.; regulatory authority for approval or fail to report to the regulatory authority, despite being required to do so, are not permitted to exercise the right to request convening of a general meeting of shareholders, the voting right, right of nomination, right of submitting proposals, and right of disposition, etc.;

– 51 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment

(12) the shareholders, especially the major shareholders of the Company should exercise their rights as capital contributors in strict accordance with laws, regulations and the Articles of Association and should not make improper gains, interfere with the decision-making power and the rights of management enjoyed by the Board of Directors and the senior management pursuant to the Articles of Association, bypass the Board of Directors and senior management to interfere directly with the operation and management of the Company, and should not damage the interests of the Company and the legal rights and interests of other stakeholders;

After the Amendment

~~(12) the shareholders, especially the major shareholders of the Company should exercise their rights as capital contributors in strict accordance with laws, regulations and the Articles of Association and should not make improper gains, interfere with the decision-making power and the rights of management enjoyed by the Board of Directors and the senior management pursuant to the Articles of Association, bypass the Board of Directors and senior management to interfere directly with the operation and management of the Company, and should not damage the interests of the Company and the legal rights and interests of other stakeholders;~~

(12) shareholders shall comply with laws and regulations and relevant provisions issued by the banking and insurance regulatory authority of the State Council in respect of related party transactions, and shall not be allowed to conduct inappropriate related party transactions with the Company, or exert its influence on the operation and management of the Company to gain illegitimate benefits;

– 52 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment

(13) the major shareholders of the Company shall make a long-term commitment of capital replenishment to the Company in written form, which shall be treated as a part of the capital planning of the Company; major shareholders shall supply additional capital to the commercial bank when necessary;

(14) for a shareholder that makes any false statement, abuses shareholders’ rights or otherwise damages the interests of the Company, the PRC banking regulatory authority may restrict or prohibit related party transactions between the Company and the shareholder, restrict the limit of equity held in the Company, and equity pledge ratio, etc., and restrict its right to request convening of a general meeting of shareholders, the voting right, right of nomination, right of submitting proposals, and right of disposition, etc.; and

(15) other obligations imposed by laws, administrative regulations and the Articles of Association.

Shareholders are not liable to make any further contribution to the share capital other than as agreed by the subscribers of the relevant shares on subscription.

After the Amendment

~~(13) the major shareholders of the Company shall make a long-term commitment of capital replenishment to the Company in written form, which shall be treated as a part of the capital planning of the Company; major shareholders shall supply additional capital to the commercial bank when~~ necessary; (14) (13) for a shareholder that makes any false statement, abuses shareholders’ rights or otherwise damages the interests of the Company, the ~~PRC~~ banking and insurance regulatory authority of the State Council may restrict or prohibit related party transactions between the Company and the shareholder, restrict the limit of equity held in the Company, and equity pledge ratio, etc., and restrict its right to request convening of a general meeting of shareholders, the voting right, right of nomination, right of submitting proposals, and right of disposition, etc.; and

(14) the shareholders shall fulfill the obligation of capital contribution in strict accordance with the laws and regulations and the provisions issued by the banking and insurance regulatory authority of the State Council; shall not entrust or be entrusted by others to hold the Company’s equity. Shareholders shall subscribe shares of the Company with their own funds and ensure the funds are obtained from legal sources, and shall not subscribe shares with entrusted funds, debt funds and other funds not owned by themselves, unless otherwise provided by laws and regulations;

– 53 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment	After the Amendment
	(15) if the Company is subject to risk disposal, takeover or other measures taken by the banking and insurance regulatory authority of the State Council or its dispatched offices due to the occurrence of a major risk event or major violation of laws or regulations, shareholders shall actively cooperate with the banking regulatory authority of the State Council or its dispatched offices to conduct risk disposal or other work; ~~(15)~~(16) other obligations imposed by laws, administrative regulations and the Articles of Association. Shareholders are not liable to make any further contribution to the share capital other than as agreed by the subscribers of the relevant shares on subscription.
Article 66 Where a shareholder holding 5% or more voting shares of the Company pledges any domestic shares in his	Article 66 Where a shareholder pledges his equity interests in the Company, he shall comply with the following provisions:

Before the Amendment

After the Amendment

(15) if the Company is subject to risk
disposal,
takeover
or
other
measures
taken
by
the
banking
and
insurance
regulatory authority of the State Council
or
its
dispatched
offices
due
to
the
occurrence of a major risk event or major
violation
of
laws
or
regulations,
shareholders shall actively cooperate with
the banking regulatory authority of the
State Council or its dispatched offices to
conduct risk disposal or other work;
~~(15)~~(16) other obligations imposed by laws,
administrative regulations and the Articles
of Association.
Shareholders are not liable to make any
further contribution to the share capital other
than as agreed by the subscribers of the
relevant shares on subscription.

Article 66 Where a shareholder holding 5%
or more voting shares of the Company
pledges
any
domestic
shares
in
his

Article 66 Where a shareholder pledges his
equity interests in the Company, he shall
comply with the following provisions:

Article 66 Where a shareholder holding 5% or more voting shares of the Company pledges any domestic shares in his possession, he shall report the pledge to the Company in writing on the day on which he pledges his shares.

(1) Where a shareholder pledge his equity in the Company as guarantee for the benefit of his own or that of any third parties, he shall strictly comply with laws and regulations and the relevant requirements on pledge of equity of commercial banks of the banking and insurance regulatory authority of the State Council, shall not damage the interests of any other shareholders or the Company, and shall notify the Board of Directors of the Company in advance. The Company’s Board of Directors office or other department designated by the Board of Directors shall be responsible for the daily work of collecting, collating and reporting of the Company’s equity pledge information.

A shareholder shall not make any pledge of its shares in the Company if the outstanding amount of its borrowing from the Company exceeds the audited net value of the equities it held in the previous year.

Where the number of shares of the Company pledged by a shareholder reaches or exceeds fifty (50) percent of the shares held by such shareholder in the Company, its voting rights at the general meeting of shareholders and the voting rights of its dispatched directors at the meetings of the board of directors will be restricted.

– 54 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before	the	Amendment	After the Amendment
			Where a shareholder who has
			representative on the Board of Directors
			or the Board of Supervisors, or directly,
			indirectly or jointly holds or controls
			more than 2% of shares or voting rights in
			the Company pledges his equity interests
			in the Company, it shall make prior filing
			to the Board of Directors of the Company,
			stating the basic information of the pledge
			including the reasons for the pledge, the
			number of shares involved, the term of
			pledge and the particulars of the pledgees.
			Where the Board of Directors considers
			the pledge to be materially adverse to the
			stability of the Company’s shareholding
			structure, the corporate governance as
			well as the risk and related party
			transaction control and others, the filing
			shall not be accepted. The director(s)
			nominated by a shareholder proposing to
			pledge his shares in the Company shall
			abstain from voting at the meeting of the
			Board of Directors at which such proposal
			is considered; ~~Where a shareholder holding~~
			~~5% or more voting shares of the Company~~
			~~pledges~~ ~~any~~ ~~domestic~~ ~~shares~~ ~~in~~ ~~his~~
			~~possession, he shall report the pledge to the~~
			~~Company in writing on the day on which he~~
			~~pledges his shares.~~
			(2) Upon the registration of pledge of
			equity, the shareholders involved shall
			provide the Company with the relevant
			information in relation to the pledged
			equity in a timely manner, so as to in
			compliance with the Company’s risk
			management and information disclosure
			requirements;

– 55 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

	Before the Amendment	After the Amendment
		(3) A shareholder shall not make any pledge
		of its shares in the Company if the
		outstanding amount of its borrowing from
		the Company exceeds the audited net value
		of the equities it heldin the Company in the previous year;~~.~~
		(4) Where the number of shares of the
		Company pledged by a shareholder reaches
		or exceeds ~~fifty (~~50%~~) percent ~~of the shares held by such shareholder in the Company, its
		voting rights at the general meeting of
		shareholders and the voting rights of its
		dispatched directors at the meetings of the
		board of directors will be restricted.
	(New Section)	Section II Major Shareholder
	(New Article)	Article 70 Major shareholders of the
		Company are those who hold or control
		5% or more of the shares or voting rights
		of the Company, or hold less than 5% of
		the total capital or total shares of the
		Company but have a significant impact on
		the operation and management of the
		Company.
		The aforementioned “significant impact”
		shall include, but is not limited to,
		dispatching directors, supervisors or
		senior management personnel to the
		Company, exerting an impact on the
		financial and operation management
		decision-making of the Company by way
		of agreement or through other means, and
		other circumstances as determined by
		banking regulatory and insurance
		authority of the State Council or its
		dispatched offices.

– 56 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment	Before the Amendment	After the Amendment
(New Article)		Article 71 An investor and its related
		parties and persons acting in concert,
		either separately or jointly, intending to
		initially or cumulatively hold 5% or more
		of total capital or total shares of the
		Company, shall make an application to
		the banking and insurance regulatory
		authority of the State Council or its
		dispatched offices for approval in
		advance. The official reply for the
		administrative licensing of proposed
		holding of 5% or more of total shares of
		the Company through a domestic or
		overseas stock market shall be valid for
		six months. The specific requirements and
		procedures for approval shall be subject
		to relevant provisions issued by the
		banking and insurance regulatory
		authority of the State Council.
		An investor and its related parties and
		persons acting in concert that hold, either
		separately or jointly, not less than 1% but
		not more than 5% of the total capital or
		total shares of the Company shall, within
		ten working days of the date of obtaining
		corresponding equities, report to banking
		and insurance regulatory authority of the
		State Council or its dispatched offices.
		The specific requirements and procedures
		for reporting shall be subject to relevant
		provisions issued by the banking and
		insurance regulatory authority of the
		State Council.
		A shareholder that holds more than 5% of
		the total shares of the Company without
		obtaining the approval from the banking
		and insurance regulatory authority of the
		State Council shall be ordered to take
		corrective action by the banking and
		insurance regulatory authority of the
		State Council in accordance with the
		relevant provisions under Article 79 of the
		Commercial Banking Law.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment	Before the Amendment	After the Amendment
(New Article)		Article 72 When major shareholders
		subscribe shares of the Company, they
		shall make a written commitment to
		comply with laws and regulations,
		regulatory requirements and the Articles
		of Association, and shall explain their
		purpose of subscribing shares of the
		Company. Major shareholders shall
		report the following information to the
		Company in a timely, accurate and
		complete manner:
		(1) Their own operating status, financial
		information and shareholding structure;
		(2) The sources of their funds used to
		subscribe shares of the Company;
		(3) Their controlling shareholders, actual
		controllers, related parties, persons acting
		in concert and ultimate beneficiaries and
		any changes therein;
		(4) Litigation preservation measures
		taken against, or enforcement carried out
		on, the shares of the Company held by
		them;
		(5) Any of their shares of the Company
		that is pledged or the pledge being
		released;
		(6) Any change in their names;
		(7) Any mergers and spin-offs;
		(8) They are ordered to suspend business
		for rectification, have had custodians
		appointed, were taken over or revoked or
		have other regulatory measures imposed,
		or enter into dissolution, bankruptcy or
		liquidation procedures;
		(9) Any other circumstances that may
		affect changes in the qualifications of
		shareholders or cause changes in the
		shares of the Company held by them.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment	Before the Amendment	After the Amendment
(New Article)		Article 73 Major shareholders shall make
		a long-term commitment of capital
		replenishment to the Company in written
		form, which shall be treated as a part of
		the capital planning of the Company;
		major shareholders shall supply
		additional capital to the Company when
		necessary, and shall make report on their
		capacity of capital replenishment
		annually through the Company to the
		banking and insurance regulatory
		authority of the State Council or its
		dispatched offices.
(New Article)		Article 74 A major shareholder shall state
		its shareholding structure level by level up
		to its actual controller and ultimate
		beneficiary, as well as its relationship as a
		related party or a person acting in concert
		with any other shareholder.
		A major shareholder shall disclose the
		information on its related parties to the
		Board of Directors in a complete, timely
		and accurate manner, and undertake to
		report any changes in such related
		relationship to the Board of Directors.
(New Article)		Article 75 Major shareholders shall not
		transfer any equity they hold within five
		years from the date of obtaining the
		equity of the Company.
		As to equity transfer as a result of risk
		disposal measures approved by the
		banking and insurance regulatory
		authority of the State Council or its
		dispatched offices, or ordered by the
		banking and insurance regulatory
		authority of the State Council or its
		dispatched offices, or involving judicial
		enforcement, or made between different
		entities controlled by the same investor, or
		under any other particular circumstance,
		the provisions of the preceding paragraph
		shall not apply.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment	Before the Amendment	After the Amendment
(New Article)		Article 76 Shareholders, especially the
		major shareholders of the Company, shall
		exercise their rights and fulfill their
		obligations as capital contributors in
		strict accordance with laws, regulations,
		regulatory requirements and the Articles
		of Association, and shall not make
		improper gains, abuse shareholders’
		rights or utilize their influence to interfere
		with the decision-making power and the
		rights of management enjoyed by the
		Board of Directors and the senior
		management pursuant to the Articles of
		Association, bypass the Board of
		Directors and senior management to
		interfere directly with or utilize their
		influence to interfere with the operation
		and management of the Company,
		conduct tunneling, or damage the
		legitimate rights and interests of any
		depositor, the Company or any other
		shareholder in any other forms.
(New Article)		Article 77 A major shareholder shall
		establish an effective risk isolation
		mechanism to prevent risk contagion and
		transfer among shareholders, the
		Company and other related parties.
(New Article)		Article 78 Financial products may hold
		shares of the Company. However, the
		shares accumulatively held in the
		Company by financial products controlled
		by a single investor, issuer or manager
		and their actual controllers, related
		parties and persons acting in concert shall
		not exceed 5% of total shares of the
		Company.
		A major shareholder shall not hold shares
		of the Company through financial
		products issued, managed or in any other
		means controlled by it.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment	Before the Amendment	After the Amendment
(New Article)		Article 79 The credit balance granted by
		the Company to a major shareholder or its
		controlling shareholder, actual controller,
		related party, person acting in concert, or
		ultimate beneficiary as a single entity and
		a related party of the Company shall not
		exceed 10% of the net capital of the
		Company. The total credit balance
		granted by the Company to a single major
		shareholder and its controlling
		shareholders, actual controllers, related
		parties, persons acting in concert and
		ultimate beneficiaries shall not exceed
		15% of the net capital of the Company.
		The total credit balance granted by the
		Company to a single group client, to
		whom a related party legal person or any
		other organization belongs, shall not
		exceed 15% of the net capital of the
		Company. The credit balance granted to
		all related parties shall not exceed 50% of
		the net capital of the Company.
		The credit granted as mentioned in the
		preceding paragraph includes loans
		(including trade financing), bill
		acceptance and discounts, overdrafts,
		bond investments, investments by specific
		purpose vehicles, issuance of letters of
		credit, factoring, guarantees, loan
		commitments, and other services of which
		credit risks are substantially borne by the
		Company or wealth management products
		issued by the Company. The Company
		shall confirm the identity of ultimate
		debtor according to the penetration
		principle. When calculating the credit
		balance in the preceding paragraph, the
		Company may deduct the amount of the
		deposits as security and the certificates of
		bank deposits and treasury bonds as
		pledge provided by the related parties at
		the time of granting credit.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment	After the Amendment
	Where the Company’s major shareholder
	or its controlling shareholder, actual
	controller, related party, person acting in
	concert, or ultimate beneficiary, among
	others, is a financial institution, the
	Company shall, when conducting
	interbank business with it, comply with
	laws and regulations and the relevant
	requirements of relevant regulatory
	departments on the interbank business.
	The Company shall regard the major
	shareholders and its controlling
	shareholders, actual controllers, related
	parties, persons acting in concert, and
	ultimate beneficiaries as its own related
	parties for management according to the
	penetration principle.
(New Article)	Article 80 In the case of the purchase and
	sale or lease of any self-use movable
	property or immovable property,
	purchase and sale of credit assets; receipt
	and disposition of capital for debt
	payment; credit enhancement, credit
	evaluation, asset appraisal, legal,
	information, technology, infrastructure
	and other service transactions; sale on
	commission and other transactions
	conducted by the Company with any of its
	major shareholders or its controlling
	shareholders, actual controllers, related
	parties, persons acting in concert or
	ultimate beneficiaries, the Company shall
	comply with laws and regulations, and
	relevant provisions issued by the banking
	and insurance regulatory authority of the
	State Council and follow the commercial
	principles, and provide transaction
	conditions no favorable than those
	provided for non-related parties, so as to
	prevent risk contagion and tunneling.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment	Before the Amendment	After the Amendment
(New Section)		Section III Equity Management
(New Article)		Article 81 The Board of Directors shall be
		diligent and fulfil duties, and assume
		ultimate responsibility for the equity
		management affairs. The chairman of the
		Board of Directors is the first responsible
		person for handling the equity affairs of
		the Company. The board secretary shall
		assist the chairman of the Board of
		Directors with his/her works, and is
		directly responsible for handling the
		equity affairs. The chairman of the Board
		of Directors and board secretary shall
		faithfully, honestly and diligently perform
		their duties. Those who fail to fulfil their
		duties with due diligence shall undertake
		legal liabilities according to the law.
(New Article)		Article 82 The Company shall establish
		and improve an equity information
		management system and equity
		management rules, and effectively
		conduct equity information registration,
		management of related party
		transactions, information disclosure and
		other works.
		The Company shall strengthen
		communication with its shareholders and
		investors, and be responsible for work
		including applying for administrative
		approval relating to equity affairs,
		reporting of shareholders’ information
		and relevant matters, and submission of
		materials.
(New Article)		Article 83 Where a member of the Board
		of Directors of the Company fails to raise
		an objection to any violation of law or
		regulation in equity management when
		performing his/her duties, he/she shall not
		be deemed as competent in the latest
		performance assessment.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment	Before the Amendment	After the Amendment
(New Article)		Article 84 The CBIRC and its dispatched
		offices shall establish a database of
		commercial banks’ equity management
		and shareholders’ misconduct records,
		and share such information with relevant
		departments or government bodies
		through the national credit information
		sharing platform.
		A shareholder who commits any violation
		of laws or regulations and refuses to take
		corrective action may be subject to
		disciplinary actions imposed by the
		CBIRC and its dispatched offices,
		separately or jointly with the relevant
		departments and entities, and be subject
		to circulation of a notice of criticism,
		public reprimand, or prohibition from
		purchasing shares of the commercial bank
		for a certain period of time or even
		lifetime prohibition.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment	Before the Amendment	After the Amendment
(New Article)		Article 85 Where the Company’s
		shareholder or its controlling shareholder,
		actual controller, related party, person
		acting in concert or ultimate beneficiary,
		among others, falls under any of the
		following circumstances, and causes the
		Company’s violation of the rules for
		prudential operations, the CBIRC or its
		dispatched offices may, in accordance
		with the provision of Article 37 of the
		Banking Supervision Law of the People’s
		Republic of China, order the controlling
		shareholder of the Company to transfer
		equity, and restrict the relevant rights of
		the said shareholder of the Company to
		participate in the operation management,
		including the right to request convening
		of a general meeting of shareholders,
		voting right, right of nomination, right of
		submitting proposals, and right of
		disposition, etc.:
		(1) making false or insufficient capital
		contribution, withdrawing paid-in capital
		or withdrawing paid-in capital in any
		disguised form;
		(2) using entrusted funds, debt funds or
		any other funds not owned by it to invest
		in the Company in violation of
		regulations;
		(3) holding equity on a commission basis
		in violation of regulations;
		(4) failing to report as required;
		(5) refusing to provide documents and
		materials to the Company or the CBIRC
		or its dispatched offices, providing false
		document and materials, concealing
		important information, or delaying the
		provision of relevant documents and
		materials;

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

	Before	the	Amendment		After the Amendment
					(6) violating any commitment or the
					Articles of Association;
					(7) a major shareholder or its controlling
					shareholder or actual controller fails to
					meet regulatory requirements prescribed
					in these Measures;
					(8) conducting related party transactions
					in violation of any regulation;
					(9) conducting equity pledge in violation
					of any regulation;
					(10) refusing or impeding the
					investigation and verification by the
					CBIRC or its dispatched offices;
					(11) failing to cooperate with the CBIRC
					or its dispatched offices in risk disposal;
					(12) otherwise abusing shareholders’
					rights or failing to fulfill shareholders’
					obligations and thus damaging the
					interests of the Company, any depositor or
					any other shareholder.

– 66 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment	Before the Amendment	After the Amendment
(New Article)		Article 86 The Company shall disclose its
		equity information on its official website
		or through other channels via interim
		reports or annual reports in a truthful,
		accurate and complete manner. The
		information to be disclosed shall cover:
		(1) total number of shares and
		shareholders at the end of the reporting
		period and changes in shares during the
		reporting period;
		(2) shareholdings of the Company’s top
		ten shareholders at the end of the
		reporting period;
		(3) information on major shareholders
		and their controlling shareholders, actual
		controllers, related parties, persons acting
		in concert and ultimate beneficiaries at
		the end of the reporting period;
		(4) related party transactions with the
		major shareholders and their controlling
		shareholders, actual controllers, related
		parties, persons acting in concert and
		ultimate beneficiaries during the
		reporting period;
		(5) information on the pledge of the
		Company’s equity by major shareholders;
		(6) information on directors and
		supervisors nominated by shareholders;
		and
		(7) other information as required by the
		CBIRC.
(New Article)		Article 87 As to equity affairs which shall
		be submitted to the CBIRC or its
		dispatched offices for approval but have
		not yet been approved, the Company shall
		make an explanation at the time of
		information disclosure.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment After the Amendment Article 83 Where the Company shall Article 101 ~~Article 83~~ Where the Company convene a shareholders’ general meeting, the shall convene a shareholders’ general Company shall send out a written notice to meeting, the ~~Company~~ convener shall send all registered shareholders on the matters to out a written notice to all registered be reviewed as well as the meeting date and shareholders on the matters to be reviewed place forty-five (45) days before the as well as the meeting date and place ~~forty-~~ meeting. Shareholders intend to attend the ~~five (45)~~ twenty (20) days before the annual meeting shall submit their written replies to general meeting (excluding the date of the the Company twenty (20) days before the meeting), or fifteen (15) days before the meeting. extraordinary general meeting (excluding the date of the meeting) ~~meeting. Shareholders intend to attend the meeting shall submit their written replies to the Company twenty (20) days before the meeting~~ . If the listing rules of the stock exchange where the Company’s shares are listed have other provisions, such provisions shall prevail. Article 84 The Company shall calculate the Article 102 ~~Article 84 The Company shall~~ number of voting shares represented by the ~~calculate the number of voting shares~~ shareholders intending to attend the meeting ~~represented by the shareholders intending to~~ according to the received written replies ~~attend the meeting according to the received~~ twenty (20) days before the shareholders’ ~~written replies twenty (20) days before the~~ general meeting. Where the number of ~~shareholders’ general meeting. Where the~~ voting shares represented by the ~~number of voting shares represented by the~~ shareholders intending to attend the meeting ~~shareholders intending to attend the meeting~~ reaches more than half (1/2) of the total ~~reaches more than half (1/2) of the total~~ number of voting shares, the Company can ~~number of voting shares, the Company can~~ convene a shareholders’ general meeting; ~~convene a shareholders’ general meeting;~~ where it fails, the Company shall inform the ~~where it fails, the Company shall inform the~~ shareholders on the matters to be examined, ~~shareholders on the matters to be examined,~~ assembly date and location again within five ~~assembly date and location again within five~~ (5) days in the form of public notice, after ~~(5) days in the form of public notice, after~~ the notification, the Company can convene a ~~the notification, the Company can convene a~~ shareholders’ general meeting. ~~shareholders’ general meeting.~~

Article 84 The Company shall calculate the number of voting shares represented by the shareholders intending to attend the meeting according to the received written replies twenty (20) days before the shareholders’ general meeting. Where the number of voting shares represented by the shareholders intending to attend the meeting reaches more than half (1/2) of the total number of voting shares, the Company can convene a shareholders’ general meeting; where it fails, the Company shall inform the shareholders on the matters to be examined, assembly date and location again within five (5) days in the form of public notice, after the notification, the Company can convene a shareholders’ general meeting.

An extraordinary general meeting of shareholders may not decide any matters not stated in the notice.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment After the Amendment Article 87 Article 105 ~~Article 87~~ …… …… The public notice in the preceding paragraph The public notice in the preceding paragraph shall be published in one or more shall be published in one or more newspapers designated by the securities newspapers designated by the securities regulatory authority of the State Council regulatory authority of the State Council between forty-five (45) to fifty (50) days ~~between forty-five (45) to fifty (50) days~~ before the date of the general meeting. After ~~before the date of the general meeting~~ . After the publication of such notice, the holders of the publication of such notice, the holders of domestic shares shall be deemed to have domestic shares shall be deemed to have received the notice of the relevant received the notice of the relevant shareholders’ generaleneral meeting.g.. shareholders’ general meeting. Article 129 Affected classified shareholders, Article 147 ~~Article 126~~ Affected classified regardless of whether they originally have shareholders, regardless of whether they voting rights in the shareholders’ general originally have voting rights in the meeting, have the voting rights on the shareholders’ general meeting, have the classified shareholders’ meeting for issues voting rights on the classified shareholders’ stated in (2) to (8) and (11) to (12) of Article meeting for issues stated in (2) to (8) and 128, except for the interested. (11) to (12) of Article 146 ~~Article 128~~ , except for the interested.

The public notice in the preceding paragraph shall be published in one or more newspapers designated by the securities regulatory authority of the State Council between forty-five (45) to fifty (50) days before the date of the general meeting. After the publication of such notice, the holders of domestic shares shall be deemed to have received the notice of the relevant shareholders’ generaleneral meeting.g.. Article 129 Affected classified shareholders, regardless of whether they originally have voting rights in the shareholders’ general meeting, have the voting rights on the classified shareholders’ meeting for issues stated in (2) to (8) and (11) to (12) of Article 128, except for the interested.

The interested shareholders mentioned in the preceding paragraph are defined as follows:

(1) when the Company issues a buy-back offer to all shareholders equally pro rata or buys back its own shares by open transaction at stock exchange according to Article 34 of the Articles of Association. The interested shareholders refer to the controlling shareholders defined in Article 69 of the Articles of Association;

(2) when the Company buys back its own shares by agreement outside a stock exchange in accordance with Article 34 of this Articles of Association, the interested shareholders refer to the shareholders which are related to the agreement; and

……

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment

Article 131 If the Company intends to convene a meeting of classified shareholders, it should issue a written notice forty-five (45) days in advance to inform all registered shareholders of the relevant class about the issues to be reviewed at the meeting, meeting date and meeting place. The shareholders who intend to attend the meeting shall send their written replies of attendance to the Company 20 days before the meeting is held.

If the number of shares with voting right on the meeting held by shareholders who intend to attend meeting reaches more than half of the total number of the shares of such category with voting right at the meeting, the Company may convene a meeting of classified shareholders; if not, the Company should, within five days, notify shareholders, through public notice, the issues to be reviewed at the meeting, meeting date and place, and then the Company may convene a meeting of classified shareholders.

After the Amendment

Article 149 ~~Article 128~~ If the Company intends to convene a meeting of classified shareholders, it should issue a written notice ~~forty-five (45) days in advance~~ to inform all registered shareholders of the relevant class about the issues to be reviewed at the meeting, meeting date and meeting place in accordance with the relevant requirements of the notice period for convening a shareholders’ general meeting in Article 101 ~~83~~ of the Articles of Association. ~~The shareholders who intend to attend the meeting shall send their written replies of attendance to the Company 20 days before the meeting is held.~~

~~If the number of shares with voting right on the meeting held by shareholders who intend to attend meeting reaches more than half of the total number of the shares of such category with voting right at the meeting, the Company may convene a meeting of classified shareholders; if not, the Company should, within five days, notify shareholders, through public notice, the issues to be reviewed at the meeting, meeting date and place, and then the Company may convene a meeting of classified shareholders.~~

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment After the Amendment Article 136 The way and procedures for the Article 154 ~~Article 133 T~~ he way and nomination and election of directors are as procedures for the nomination and election follows: of directors are as follows: (1)…… …… ……(6) A shareholder shall not (6) A shareholder and its related parties simultaneously nominate directors and shall not simultaneously nominate directors supervisors; if a director nominated by a and supervisors; if a director (supervisor) shareholder has been appointed as a director, nominated by a shareholder and its related and before the expiration of the term of parties has been appointed as a director office of the director, the shareholder is not (supervisor) , and before the expiration of allowed to nominate any supervisor the term of office or replacement of the candidate. Any exemption due to special director (supervisor) , the shareholder is not ownership structure shall make an allowed to nominate any supervisor application to the banking regulatory (director) candidate. ~~Any exemption due to~~ authority of the State Council and provide ~~special ownership structure shall make an~~ the reasons in support. ~~application to the banking regulatory authority of the State Council and provide~~ …… ~~the reasons in support.~~

The number of directors nominated by the same shareholder and its associates, in principle, shall not exceed one third (1/3) of the total number of members of the Board of Directors, ~~.~~ unless otherwise prescribed by the State.

(8) The intention of the director candidate and the written notice to indicate the willingness of candidate to accept the nominations shall be issued to the Company within ~~fourteen (14)~~ seven (7) days before the convening of the shareholders’ general meeting; and

(9) The period for the nominators and the nominee to submit the aforesaid notice and commitment (such period shall start from the second day of the issuance of the notice of the shareholders’ general meeting) shall be not less than ~~fourteen (14)~~ seven (7) days.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment	After the Amendment	After the Amendment
(New Article)	Article 181	~~Atil 159~~
	not grant
Article 174 The board meeting shall be held upon the attendance of more than half of directors. The resolutions of the Board of Directors must be passed upon the approval of more than half of all the directors, and the major external investment, the major fixed asset disposal plans, capital supplement plans, major equity changes and financial restructuring and other major matters that shall be submitted to the Board of Directors for deliberation in Item (7), (8), (10), (14) and (17) in Article 162 of the Articles of Association and the provisions of the internal systems of the Company must be passed upon the approval of more than two thirds (2/3) of directors.	Article 193
Article 176 ……	Article 195	~~Article 176~~
	……

The profit distribution plans, major external investment, the major asset disposal plans, engagement and dismissal of senior management personnel, capital supplement plans, major equity changes and financial restructuring and other major matters that shall be submitted to the Board of Directors for deliberation in Item (7), (8), (10), (14) and (17) in Article 162 of the Articles of Association and the provisions of the internal systems of the Company shall not be voted in a communication way and shall be passed by the affirmative votes of more than two thirds (2/3) of directors in the Board of Directors.

The profit distribution plans, major ~~external~~ investment, the major asset disposal plans, engagement and dismissal of senior management personnel, capital supplement plans, major equity changes and financial restructuring and other major matters that shall be submitted to the Board of Directors for deliberation in Item (7), (8), (10), (14) and (17) in Article 180 ~~Article 16~~ 2 of the Articles of Association and the provisions of the internal systems of the Company shall not be voted in a communication way and shall be passed by the affirmative votes of more than two thirds (2/3) of directors in the Board of Directors.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment After the Amendment Article 188 Board Risk Management and Article 207 ~~Article 188~~ Board Risk Related Transaction Control Committee are Management and Related Transaction primarily responsible for: Control Committee are primarily responsible for: …… …… (7) approving or making preliminary review on matters that shall be approved or (7) approving or making preliminary review preliminary reviewed by Board Risk on matters that shall be approved or Management and Related Transaction preliminary reviewed by Board Risk Control Committee in accordance with the Management and Related Transaction Articles of Association and other internal Control Committee in accordance with the rules of the Company, keeping records of the Articles of Association and other internal relevant matters, and reporting to the Board rules of the Company, keeping records of the of Directors as required; relevant matters, and ~~reporting~~ submitting to the Board of Directors for approval as required; Article 203 The faithful obligations Article 222 ~~Article 203~~ The faithful stipulated in the Article 137 and the obligations stipulated in the Article diligence obligations stipulated in the Item 155 ~~Article 137~~ and the diligence obligations (4), (6), (9) of Article 138 of the Articles of stipulated in the Item (4), (6), (9) of Article Association shall also apply to senior 156 ~~Article 138~~ of the Articles of Association management personnel. shall also apply to senior management personnel.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment

Article 217 The way and procedures for nomination of supervisions are as follows:

After the Amendment

Article 236 ~~Article 217~~ The way and procedures for nomination of supervisions are as follows:

(1)……

……(3) A shareholder shall not simultaneously nominate directors and supervisors to the shareholders’ general meeting; if a supervisor candidate nominated by one shareholder has held the office as a supervisor, before the expiration of his/her term of office, the shareholder shall not nominate any director candidate.

The number of supervisors nominated by the same shareholders and their associates, in principle, shall not exceed one third (1/3) of the total number of members of the Board of Supervisors, and if exemption is needed due to special ownership structure, such application should be submitted to the banking regulatory authority of the State Council and explain the reasons.

Article 228 External supervisors shall meet the conditions of the banking regulatory authority of the State Council. The election procedures for external supervisors refer to the provisions about the election procedures for independent directors in Article 151 of the Articles of Association.

The same shareholder can only nominate one (1) external supervisor candidate, and shall not nominate independent director and external supervisor at the same time. The duration for an external supervisor to hold the post in the Company cannot exceed an accumulation of six (6) years.

……(3) A shareholder and its related parties shall not simultaneously nominate directors and supervisors to the shareholders’ general meeting; if a supervisor (director) candidate nominated by one shareholder and its related parties has held the office as a supervisor (director) , before the expiration of his/her term of office or replacement , the shareholder shall not nominate any director (supervisor) candidate.

The number of supervisors nominated by the same shareholders and their related parties ~~associates~~ , in principle, shall not exceed one third (1/3) of the total number of members of the Board of Supervisors, and if exemption is needed due to special ownership structure, such application should be submitted to the banking and insurance regulatory authority of the State Council and explain the reasons. Article 247 ~~Article 228~~ External supervisors shall meet the conditions of the banking and insurance regulatory authority of the State Council. The election procedures for external supervisors refer to the provisions about the election procedures for independent directors in Article 169 ~~Article 151 o~~ f the Articles of Association.

– 74 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment After the Amendment Article 268 Except for circumstances Article 287 ~~Article 268~~ Except for prescribed in Article 68 of the Articles of circumstances prescribed in Article 68 of the Association, a director, supervisor, president Articles of Association, a director, and other senior management personnel of supervisor, president and other senior the Company may be relieved of liability for management personnel of the Company may specific breaches of his/her duty by the be relieved of liability for specific breaches informed consent of shareholders given at a of his/her duty by the informed consent of shareholders’ general meeting. shareholders given at a shareholders’ general meeting. Article 278 The contract for remunerations Article 297 ~~Article 278 T~~ he contract for entered into between the Company and its remunerations entered into between the directors or supervisors should provide that Company and its directors or supervisors in the event of a takeover of the Company, should provide that in the event of a the directors and supervisors shall, subject takeover of the Company, the directors and to the prior approval of the shareholders in supervisors shall, subject to the prior shareholders’ general meeting, have the right approval of the shareholders in to receive compensation or other payment shareholders’ general meeting, have the right for loss of the position or retirement. A to receive compensation or other payment takeover of the Company as referred to for loss of the position or retirement. A above means: takeover of the Company as referred to above means:

Article 278 The contract for remunerations entered into between the Company and its directors or supervisors should provide that in the event of a takeover of the Company, the directors and supervisors shall, subject to the prior approval of the shareholders in shareholders’ general meeting, have the right to receive compensation or other payment for loss of the position or retirement. A takeover of the Company as referred to above means:

……

(2) An offer made by any person with a view to rendering the offeror a “controlling shareholder” as well as the meaning of Article 69 of the Articles of Association.

If the relevant director or supervisor does not comply with this Article 278 of the Articles of Association, any sum so received by him/her shall belong to those persons who have sold their shares as a result of the said offer made. The expenses incurred in distributing that sum pro rata among those persons shall be borne by the relevant director or supervisor and shall not be paid out of that sum.

(2) An offer made by any person with a view to rendering the offeror a “controlling shareholder” as well as the meaning of Article 69 of the Articles of Association.

If the relevant director or supervisor does not comply with this Article 297 ~~Article 278~~ of the Articles of Association, any sum so received by him/her shall belong to those persons who have sold their shares as a result of the said offer made. The expenses incurred in distributing that sum pro rata among those persons shall be borne by the relevant director or supervisor and shall not be paid out of that sum.

– 75 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

	Before the Amendment	After the Amendment
	(New Chapter)	Chapter XII Related Party Transactions
	(New Article)	Article 299 The legal persons or any other
		organizations shall, within 10 working
		days from the day of becoming non-
		natural person shareholders of the
		Company, report the following
		information related to their related
		parties to the Risk Management and
		Related Transactions Control Committee
		of the Company:
		(1) The controlling natural person
		shareholders, directors and key
		management personnel;
		(2) The controlling non-natural person
		shareholders;
		(3) The legal persons or other
		organizations directly, indirectly or
		jointly controlled by them, and their
		directors and key management personnel.
		If any of the reporting matters as listed in
		the first paragraph of this Article has
		changed, it shall be submitted to the Risk
		Management and Related Transactions
		Control Committee of the Board of
		Directors of the Company within 10
		working days upon the occurrence of such
		change.

– 76 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment	After the Amendment
(New Article)	Article 300 The directors and senior
	management personnel of the Company
	shall, within 10 working days from
	commencing their terms of office, and the
	natural persons shall, within 10 working
	days from becoming major natural person
	shareholders of the Company, report their
	close relatives and related party legal
	persons or other organizations as listed in
	Articles 299 (3) to the Related
	Transactions Control Committee of the
	Company. If any of the reported matters
	is changed, a report shall be made within
	10 working days upon the occurrence of
	such change.
	Directors and senior management
	personnel of the Head Office, branches
	and subsidiaries of the Company as well
	as personnel entitled to decide on or
	participate in the credit extension and
	transfer of assets shall report their close
	relatives and related party legal persons
	or other organizations as listed in Articles
	299 (3) in accordance with Administrative
	Measures for Related Party Transactions
	of Harbin Bank Co., Ltd. (《哈爾濱銀行股
	份有限公司關聯交易管理辦法》).
(New Article)	Article 301 With regard to a natural
	person, legal person or any other
	organization who is obliged to report in
	accordance with Articles 299 and 300,
	he/she/it shall give a written statement to
	the Company besides a report so as to
	ensure the reported information is true,
	accurate and complete and undertake that
	he/she/it is liable for corresponding
	compensations if any false information or
	serious omission in the report results in
	any loss to the Company.

– 77 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment	Before the Amendment	After the Amendment
(New Article)		Article 302 The ordinary related party
		transactions shall be subject to
		examination and approval according to
		the internal authorization procedure of
		the Company, and shall report to the Risk
		Management and Related Transactions
		Control Committee of the Board of
		Directors for records. The ordinary
		related party transactions may be subject
		to examination and approval according to
		the procedure for major related party
		transactions.
		The Risk Management and Related
		Transactions Control Committee shall
		give an opinion on each major related
		party transaction, which, subject to
		examination and approval, shall be
		submitted to the Board of Directors for
		approval.
		Major related party transactions as
		determined under the Administrative
		Measures for the Related Party
		Transactions between the Commercial
		Banks and their Insiders or Shareholders
		shall be reported to the Board of
		Supervisors within 10 working days from
		the date of obtaining approval as well as
		to the banking and insurance regulatory
		authority of the State Council.
		Related party transactions involving
		related relationship with the directors and
		senior management personnel shall be
		reported to the Board of Supervisors
		within 10 working days from the date of
		obtaining approval.
(New Article)		Article 303 In case the Board of Directors
		or the Risk Management and Related
		Transactions Control Committee votes or
		makes decisions on any related party
		transaction, the person related to such
		related party transaction shall abstain
		from voting.

– 78 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

	Before the Amendment	After the Amendment
	(New Article)	Article 304 The independent directors of
		the Company shall issue written opinions
		on the fairness of the major related party
		transactions and the performance of the
		internal examination and approval
		procedure.
	(New Article)	Article 305 The banking and insurance
		regulatory authority of the State Council
		may order the directors and senior
		management personnel in any one of the
		following circumstances to make
		corrections within a prescribed period of
		time; if they fail to make corrections
		within the prescribed period of time or in
		serious cases, the banking and insurance
		regulatory authority of the State Council
		may order the Company to change its
		directors and senior management
		personnel:
		(1) did not report according to Article 300
		of the Articles of Association;
		(2) did not undertake according to Article
		301 of the Articles of Association;
		(3) made false reports or reports with
		major omissions;
		(4) did not abstain from voting according
		to Article 303 of the Articles of
		Association;
		(5) in case of independent directors, did
		not issue written opinions according to
		Article 304 of the Articles of Association.

– 79 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Before the Amendment After the Amendment Article 334 Definitions Article 360 ~~Article 334~~ Definitions (1) The “actual controller” shall refer to the (1) The “actual controller” shall refer to the persons who, not being a shareholder of the persons who, not being a shareholder of the Company, is able to exercise control over the Company, is able to exercise control over the acts of the Company through an investment acts of the Company through an investment relationship, any agreement or other relationship, any agreement or other arrangement. arrangement. (2) The “connected relationship” shall refer (2) The “connected relationship” shall refer to the relationship between the Company’s to the relationship between the Company’s controlling shareholders, actual controllers, controlling shareholders, actual controllers, directors, supervisors, senior management directors, supervisors, senior management personnel and the enterprises under their personnel and the enterprises under their direct or indirect control, as well as other direct or indirect control, as well as other relationships that may result in the transfer relationships that may result in the transfer of the interests of the Company. However, of the interests of the Company. However, state-owned enterprises shall not have the state-owned enterprises shall not have the relationship aforementioned due to jointly relationship aforementioned due to jointly being controlled by the State. being controlled by the State.

(3) The “major shareholder” shall refer to those directly or indirectly, jointly hold or control more than 5% of the total number of shares or voting power and are in a position to exert significant impact on the Company’s decisions.

~~(3) The “major shareholder” shall refer to those directly or indirectly, jointly hold or control more than 5% of the total number of shares or voting power and are in a position to exert significant impact on the Company’s decisions.~~

The Proposed Amendments to the Articles of Association include amendments to the name of regulatory authority, i.e. “banking regulatory authority of the State Council” was amended as “banking and insurance regulatory authority of the State Council”.

Note: Changes in the numbering of articles due to the amendments to the Articles of Association would not be listed separately as they do not involve any changes in the substantial contents of the Articles of Association.

– 80 –

THE ISSUANCE PLAN OF THE CAPITAL SUPPLEMENTAL BONDS

APPENDIX IV

The issuance plan of the Capital Supplemental Bonds was prepared 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 issuance plan of the Capital Supplemental Bonds is as follows:

I. TYPE OF CAPITAL SUPPLEMENTAL BONDS

The type of Capital Supplemental Bonds to be issued will be the Additional Tier 1 capital instruments that comply with the regulatory capital requirements and the Administrative Measures for the Capital of Commercial Banks (Trial) to make an agreement on the settlement of bonds under certain trigger events, and are the “capital bonds without a fixed term” to be issued by the Company in the inter-bank bond market (the “ Capital Supplemental Bonds ”).

II. ISSUANCE SIZE

The size of the Capital Supplemental Bonds to be issued shall not exceed RMB15.0 billion (inclusive). The actual issue size of the Capital Supplemental Bonds is to be determined by the Board or its delegates within the abovementioned limit, in accordance with the capital needs of the company and the market condition at the time of the issuance.

III. PAR VALUE AND ISSUE PRICE

The Capital Supplemental Bonds are to be issued at the par value. All target investors shall subscribe the Capital Supplemental Bonds in cash.

IV. TERM OF CAPITAL SUPPLEMENTAL BONDS

The initial term of the Capital Supplemental Bonds shall not be less than 5 years. There will be no fixed expiry date prior to the exercise of redemption right by the Company.

V. METHOD OF ISSUANCE AND TARGET INVESTORS

The Capital Supplemental Bonds shall be issued by way of public or non-public issuance to onshore or offshore investors pursuant to the relevant rules on issuance, and the Capital Supplemental Bonds shall, after being approved by regulatory authorities, be issued in a single or multiple series in accordance with the relevant procedures. The actual method of the issuance shall be subject to the final determination of the Board pursuant to the authorisation given by the Shareholders’ general meeting.

All target investors shall subscribe the Capital Supplemental Bonds in cash.

– 81 –

THE ISSUANCE PLAN OF THE CAPITAL SUPPLEMENTAL BONDS

APPENDIX IV

VI. INTEREST DISTRIBUTION TERMS

(I) Principles for determining the coupon rate

The proposed coupon rate for the Capital Supplemental Bonds may be adjusted at different intervals. The coupon rate at the time of the 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 condition at the time of the issuance, investors’ need and the actual circumstances of the Company. In any adjusted interest rate period, the interests of the Capital Supplemental Bonds will be paid at the same prescribed interest rate and will reset at specified intervals thereafter.

The coupon 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 coupon rate at the time of the issuance and will remain unchanged once determined. On the reset date, the new coupon rate for the next adjusted coupon 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.

(II) Conditions to distribution of interests

The Company will pay interests from distributable items provided that the capital adequacy ratio of the Company meets regulatory requirements. The holders of the Capital Supplemental Bonds shall rank in priority to the ordinary shareholders in terms of interest distribution. Distribution of interests will not be affected by the rating of the Company and will not be adjusted as a result of any change to such rating.

In order to meet the regulatory requirements for eligibility criteria of Additional Tier-1 capital instruments, the Company shall have the right to cancel the interest payment on the Capital Supplemental Bonds in whole or in part at its discretion and this will not constitute an event of default. The Company, at its discretion, may use any interest so cancelled to repay other debts that are due. The cancellation of any interest payment on the Capital Supplemental Bonds will only constitute a restriction on the payment of dividend to the ordinary shareholders and will not constitute any other restriction on the Company. Any declaration and payment of all of the interest on the Capital Supplemental Bonds by the Company will be determined by the Board or its delegates in accordance with the authorisation given by the Shareholders’ general meeting. Any cancellation of the payment of all or part of the interest on the capital bonds without a fixed term shall be subject to the consideration and approval by the authority of the Company as recognized by laws and regulations.

If the Company cancels all or part of the distribution of the interests on the Capital Supplemental Bonds, the Company shall not distribute any profits to the ordinary shareholders during the period from the date of cancelling the distribution of the interests on the Capital Supplemental Bonds to the resumption of payment of interests in full.

– 82 –

THE ISSUANCE PLAN OF THE CAPITAL SUPPLEMENTAL BONDS

APPENDIX IV

(III) Method of interest payment

Interests on the Capital Supplemental Bonds shall be payable in cash. The interest bearing principal amount of the Capital Supplemental Bonds shall be the aggregate value of the relevant series of the capital bonds without a fixed term then issued and outstanding. The detailed method of interest payment shall be subject to the final determination of the Board in accordance with market conditions pursuant to the authorisation given by the Shareholders’ general meeting.

(IV) Interest accumulation

The interests on the capital bonds without a fixed term will be non-cumulative, namely, in the event of any cancellation by the Company of all or part of the interests on the capital bonds without a fixed term, any amount of interests on the capital bonds without a fixed term not paid in full in the current period will not be accumulated to the following interest periods.

(V) Distribution of residual profits

After receiving the interests at the prescribed interest rate, the holders of the Capital Supplemental Bonds shall not be entitled to any distribution of residual profits of the Company together with the ordinary shareholders.

VII. TERMS OF MANDATORY WRITE-OFF

(I) Mandatory write-off trigger events

Upon the occurrence of any Additional Tier-1 Capital Trigger Event (namely, the Core Tier-1 capital adequacy ratio of the Company falling to 5.125% or below), the Company shall have the right to irrevocably write off, without the approval of the holders of the capital bonds without a fixed term, based on the aggregate value of the capital bonds without a fixed term, part or all of the principal amount (any unpaid outstanding interest will not be paid anymore) of the capital bonds without a fixed term then issued and outstanding, on the day following the occurrence of the trigger event, in order to restore the Core Tier-1 capital adequacy ratio of the Company to above 5.125%. In case of partial write-off, the Capital Supplemental Bonds shall be written off ratably and on the same conditions. Upon written-off of the Capital Supplemental Bonds, the Capital Supplemental Bonds will not be restored as capital bonds without a fixed term under any circumstances.

– 83 –

THE ISSUANCE PLAN OF THE CAPITAL SUPPLEMENTAL BONDS

APPENDIX IV

Upon the occurrence of a Tier-2 Capital Trigger Event, the Company shall have the right to write off, without the approval of the holders of the capital bonds without a fixed term, all of the Capital Supplemental Bonds then issued and outstanding based on the aggregate value of the Capital Supplemental Bonds. Upon full write-off of the Capital Supplemental Bonds, the Capital Supplemental Bonds will not restored as capital bonds without a fixed term under any circumstances. A Tier-2 Capital Trigger Event means the earlier of the following events: (1) the China Banking Regulatory Commission having concluded that without a conversion or write-off of the Company’s capital, the Company would become non-viable, and (2) the relevant authorities having concluded that without a public sector injection of capital or equivalent support, the Company would become non-viable.

Upon the occurrence of the above mandatory write-off trigger events, the Company shall report to the relevant banking regulatory authority under the State Council for review and determination and shall fulfill its relevant information disclosure obligations such as making provisional reports or announcements in accordance with relevant regulatory requirements.

(II) Mandatory write-off period

The mandatory write-off period of the Capital Supplemental Bonds commences on the first trading day immediately following the completion date of issuance of the Capital Supplemental Bonds and ends on the date of redemption of all the Capital Supplemental Bonds.

VIII. TERMS OF CONDITIONAL REDEMPTION

(I) Redemption right

The Company shall have the right to redeem the Capital Supplemental Bonds subject to obtaining the approval of the relevant banking regulatory authority under the State Council. The holders of the Capital Supplemental Bonds do not have the right to require the Company to redeem the Capital Supplemental Bonds and shall not expect that the Capital Supplemental Bonds will be redeemed. The Capital Supplemental Bonds will not contain any term allowing investors to put back the Capital Supplemental Bonds to the Company and the holders of the Capital Supplemental Bonds shall not have any right to require the Company to repurchase the capital bonds without a fixed term held by them.

(II) Redemption conditions and period

From the fifth year following the date of issuance of the Capital Supplemental Bonds or under the circumstance as recognized by the relevant banking regulatory authority under the State Council and other regulatory authorities, and subject to obtaining the approval of the relevant banking regulatory authority under the State Council and the compliance with the relevant requirements, the Company shall have the right to redeem all or part of the Capital Supplemental Bonds. 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 for the Capital Supplemental Bonds begins on the date on which redemption begins and ends on the redemption or write-off of all the Capital Supplemental Bonds.

– 84 –

THE ISSUANCE PLAN OF THE CAPITAL SUPPLEMENTAL BONDS

APPENDIX IV

The exercise by the Company of its right to redeem the Capital Supplemental Bonds shall be subject to the fulfillment of one of the following conditions:

the Company shall use capital instruments of the same or superior quality to replace the capital bonds without a fixed term to be redeemed and such replacement shall only be made at a time at which the Company has a sustainable income generating capability; or
the capital position of the Company immediately after redemption will remain significantly higher than the regulatory capital requirements prescribed by the relevant banking regulatory authority under the State Council.

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

The redemption price of the Capital Supplemental Bonds will be an amount equal to the par value of the Capital Supplemental Bonds plus the amount of interest declared but unpaid for the current period.

IX. ORDER OF DISTRIBUTION ON LIQUIDATION AND PROCEDURES FOR LIQUIDATION

According to the Articles of Association of the Company, 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 Company shall be distributed to the shareholders of the Company according to the type and proportion of their respective shareholdings.

The holders of the capital bonds without a fixed term of the Company shall rank pari passu with the holders of the Additional Tier-1 Capital instruments sharing the same priority of repayment with the Capital Supplemental Bonds which may be issued by the Company in the future, and shall take precedence over ordinary shareholders, in distribution of the remaining assets of the Company. The holders of the capital bonds without a fixed term will be entitled to an amount on liquidation equal to the aggregate value of the capital bonds without a fixed term then issued and outstanding plus any declared but unpaid interests for the current period. If there are any insufficient remaining assets, the distribution will be made ratably according to the aggregate value of the capital bonds without a fixed term held by each holder of the capital bonds without a fixed term as a proportion of the aggregate value of all capital bonds without a fixed term and Additional Tier-1 Capital instruments.

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

– 85 –

THE ISSUANCE PLAN OF THE CAPITAL SUPPLEMENTAL BONDS

APPENDIX IV

X. SECURITY

The Capital Supplemental Bonds will not have any security arrangements.

XI. RATINGS ARRANGEMENT

The specific rating arrangement for the Capital Supplemental Bonds (if necessary) shall be determined according to the relevant laws and regulations and the issuance market conditions.

XII. USE OF PROCEEDS

The proceeds from the issuance of the Capital Supplemental Bonds, after deduction of the expenses relating to the issuance, will be used to replenish the Company’s Additional Tier-1 Capital.

XIII. LISTING/TRADING ARRANGEMENTS

The listing/trading arrangement for the Capital Supplemental Bonds will be set out in the issuance documents.

XIV. VALIDITY PERIOD OF THE RESOLUTION FOR THE ISSUANCE OF THE CAPITAL SUPPLEMENTAL BONDS

The Capital Supplemental Bonds issuance plan will be valid for 36 months from the date on which the resolution is approved at the Shareholders’ general meeting.

– 86 –

APPENDIX V

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 CAPITAL SUPPLEMENTAL BONDS

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 Capital Supplemental Bonds 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 the Authorisation to the Board and the Persons Authorised by the Board to Deal With All Matters relating to the Issuance of Capital Supplemental Bonds is as follows:

PROPOSAL ON AUTHORISATION TO THE BOARD AND THE PERSONS AUTHORISED BY THE BOARD TO DEAL WITH ALL MATTERS RELATING TO THE ISSUANCE OF CAPITAL SUPPLEMENTAL BONDS

I. Matters Authorised in Connection with the Issuance of Capital Supplemental Bonds

To ensure the successful implementation of the issuance of Capital Supplemental Bonds, 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, in accordance with the principles for the issuance of the Capital Supplemental Bonds approved at the Shareholders’ general meeting, to individually or jointly exercise the full power to deal with the matters relating to the issuance of the Capital Supplemental Bonds within the validity period of the authorisation for the issuance of the Capital Supplemental Bonds, including but not limited to those set out below:

(I) to formulate and implement the final issuance plan for Capital Supplemental Bonds, including but not limited to:
to determine the specific issue size within the approved total issue size of the Capital Supplemental Bonds;
to determine the method for determining the coupon rate and the specific coupon rate as well as the reset period of the Capital Supplemental Bonds;
to determine whether the Capital Supplemental Bonds will be issued at or above par value, the issue price of the Capital Supplemental Bonds, subscription currency, and the specific commencement date of the redemption period, redemption conditions and the issuance method of the Capital Supplemental Bonds, according to the market conditions prior to the issuance of the Capital Supplemental Bonds;
to determine, the timing of issuance, the target investors and the size issued to each investor of the Capital Supplemental Bonds according to the approvals from regulatory authorities and market conditions; and

– 87 –

APPENDIX V

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 CAPITAL SUPPLEMENTAL BONDS

to determine other matters in relation to the issuance plan of the Capital Supplemental Bonds (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 Capital Supplemental Bonds) and to make necessary adjustments to the issuance plan of the Capital Supplemental Bonds 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 general meeting in accordance with the relevant laws and regulations and the Articles of Association of the Company.
(II) if there are any new regulations by the State or policies by relevant regulatory authorities on the Capital Supplemental Bonds or any changes to market conditions occurring prior to the issuance of the Capital Supplemental Bonds, to exercise full power to amend the issuance plan of the Capital Supplemental Bonds accordingly to reflect such changes, except for those amendments that require a separate vote at a general meeting according to relevant laws, regulations and the Articles of Association of the Company;
(III) to produce, amend, execute, implement and file the application materials of the Capital Supplemental Bonds, the documents relating to the issuance and transfer of the Capital Supplemental Bonds and other documents (such as offering circular, issuance circular and/or prospectus) of the Capital Supplemental Bonds, 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 and transfer of the Capital Supplemental Bonds that are deemed necessary, proper or appropriate by such authorised person(s), in each case, according to the requirements of relevant domestic or offshore governmental bodies and regulatory authorities;
(IV) 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 Capital Supplemental Bonds;
(V) to make appropriate amendments, adjustments and supplements to the issuance plan and terms of the Capital Supplemental Bonds in accordance with the opinions of the relevant regulatory authorities and the actual circumstances of the Company to the extent permitted by laws and regulations;
(VI) to deal with other matters relating to the issuance of the Capital Supplemental Bonds.

– 88 –

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 CAPITAL SUPPLEMENTAL BONDS

APPENDIX V

The authorisation for the issuance of the Capital Supplemental Bonds shall remain valid during the 36 months following the passing of the resolution at the Shareholders’ general meeting. If the issuance of the Capital Supplemental Bonds 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 the general meeting to extend or renew the validity period of such authorisation.

II. Matters Authorised in Connection with Capital Supplemental Bonds that Remain Outstanding

So long as the Capital Supplemental Bonds remain outstanding, it is proposed that the Shareholders’ general meeting authorise the Board (and agree that the Board may sub-delegate), the Chairman, the President and the Secretary to the Board to exercise full power to deal with the following matters in accordance with laws and regulations, the Articles of Association, relevant regulatory rules and in accordance with the framework and principles for the issuance of the Capital Supplemental Bonds as considered and resolved at the Shareholders’ general meeting: (I) to deal with all matters relating to write-off of the Capital Supplemental Bonds upon occurrence of any trigger event for mandatory write-off of the Capital Supplemental Bonds, including but not limited to, determining the timing of write-off, write-off ratio and the implementing procedures for write-off, dealing with regulatory approvals as well as other matters;

(II) to decide on matters relating to redemption of the Capital Supplemental Bonds during the redemption period with reference to market conditions and other factors, and to deal with all matters relating to redemption as approved by the banking regulatory authority under the State Council and other regulatory authorities; and
(III) to determine and deal with matters in relation to interest payment to holders of the Capital Supplemental Bonds in accordance with the requirements of the issuance terms. However, cancellation of preference share dividends or part or all of the interests of capital bonds without a fixed term shall still require the approval of the authority of the Company as recognized by laws and regulations.

– 89 –

NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

==> picture [97 x 43] 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 2020 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 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, China, at 8:30 a.m. on Thursday, 15 October 2020 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 31 August 2020 (the “ Circular ”) unless otherwise stated.

ORDINARY RESOLUTIONS

To consider and approve the “Proposal on the Election of Directors”.
To consider and approve the “Proposal on the Election of Supervisor”.
To consider and approve the “Proposal on the Amendments to the Equity Management Measures”.
To consider and approve the “Proposal on the Amendments to the Administrative Measures for the Related Party Transactions”.

SPECIAL RESOLUTIONS

To consider and approve the “Proposal on the Amendments to the Articles of Association”.
To consider and approve the “Proposal on the Extension of the Validity Period of the Issuance Plan of the Capital Supplemental Bonds and Relevant Shareholders’ Resolution and the Validity Period of the Authorisation to the Board and the Persons Authorised by the Board to Deal with All Matters Relating to the Issuance of Capital Supplemental Bonds”.

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

Harbin, China, 31 August 2020

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.

– 90 –

NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

Details of the above 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 Tuesday, 15 September 2020 to Thursday, 15 October 2020 (both days inclusive). Shareholders whose name appear on the H share register of members and domestic share register of members of the Bank on Tuesday, 15 September 2020 will be entitled to attend and vote at the EGM. The H Shareholders 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) not later than 4:30 p.m. on Monday, 14 September 2020.

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/her identity card or other valid documents evidencing his/her capacity as a legal representative. If appointed a proxy to attend the meeting, the proxy should produce his/her identity card and an authorisation instrument duly signed by the legal representative of the corporate Shareholder.

4. Notice of attendance

Shareholders who intend to attend the EGM in person or by proxy should return the reply slips in person, by post or by facsimile to Computershare Hong Kong Investor Services Limited (for H Shareholders) or the Bank’s Board Office (for Domestic Shareholders) on or before Thursday, 24 September 2020.

The Bank’s Board Office is located at No. 888 Shangjiang Street, Daoli District, Harbin 150070, Heilongjiang Province, China (Contact Person: Yu Xi, Tel: 86-451-8677 9524, Fax: 86-451-8677 9829).

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 Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more persons (whether such person is a Shareholder or not) as his/her proxy or proxies to attend and vote on his/her behalf.

The instrument appointing a proxy must be in writing under the hand of the Shareholder or his/her attorney duly authorised in writing. For a corporate Shareholder, the proxy instrument must be affixed with the common seal or signed by its director or attorney duly authorised in writing. If the instrument appointing the proxy is signed by a person authorised by the appointer, the power of attorney or other documents of authority under which the instrument is signed shall be notarised. The notarised power of attorney or other document of authority shall be deposited together with the instrument appointing the proxy at Computershare Hong Kong Investor Services Limited (for H Shareholders) or the Bank’s Board Office (for Domestic Shareholders).

To be valid, the proxy form 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 H Shareholders) or the Bank’s Board Office (for Domestic Shareholders) not less than 24 hours before the time stipulated for convening the EGM or any adjourned meeting thereof.

Completion and return of a proxy form will not preclude a Shareholder from attending in person and voting at the EGM or any adjourned meeting 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 Hong Kong Listing Rules, any vote of shareholders at a shareholders’ 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 http://www.hkexnews.hk after the EGM.

7. Other business

The EGM is estimated to last no longer than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own traveling, dining and accommodation expenses.

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AI assistant

Harbin Bank Co., Ltd. — Proxy Solicitation & Information Statement 2020

50982_rns_2020-08-31_304ed823-1a1a-4403-a095-6a316bb26bf2.pdf

Harbin Bank Co., Ltd. 哈爾濱銀行股份有限公司[*]

(Stock Code: 6138)

(1) PROPOSED ELECTION OF DIRECTORS;

AND

NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

DEFINITIONS

Harbin Bank Co., Ltd. 哈爾濱銀行股份有限公司[*]

(Stock Code: 6138)

1. INTRODUCTION

2. PROPOSED ELECTION OF DIRECTORS

LETTER FROM THE BOARD

3. PROPOSED ELECTION OF SUPERVISOR

4. PROPOSED AMENDMENTS TO THE EQUITY MANAGEMENT MEASURES

5. PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR THE RELATED PARTY TRANSACTIONS

6. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

8. THE EGM

9. VOTING BY POLL

10. RECOMMENDATION

Before the Amendment

Before the Amendment

After the Amendment

Before the Amendment

After the Amendment

Before the Amendment

After the Amendment

Before the Amendment

After the Amendment

Before the Amendment

After the Amendment

I. TYPE OF CAPITAL SUPPLEMENTAL BONDS

II. ISSUANCE SIZE

III. PAR VALUE AND ISSUE PRICE

IV. TERM OF CAPITAL SUPPLEMENTAL BONDS

V. METHOD OF ISSUANCE AND TARGET INVESTORS

VI. INTEREST DISTRIBUTION TERMS

(I) Principles for determining the coupon rate

(II) Conditions to distribution of interests

(III) Method of interest payment

(IV) Interest accumulation

(V) Distribution of residual profits

VII. TERMS OF MANDATORY WRITE-OFF

(I) Mandatory write-off trigger events

(II) Mandatory write-off period

VIII. TERMS OF CONDITIONAL REDEMPTION

(I) Redemption right

(II) Redemption conditions and period

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

IX. ORDER OF DISTRIBUTION ON LIQUIDATION AND PROCEDURES FOR LIQUIDATION

X. SECURITY

XI. RATINGS ARRANGEMENT

XII. USE OF PROCEEDS

XIII. LISTING/TRADING ARRANGEMENTS

XIV. VALIDITY PERIOD OF THE RESOLUTION FOR THE ISSUANCE OF THE CAPITAL SUPPLEMENTAL BONDS

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 CAPITAL SUPPLEMENTAL BONDS

PROPOSAL ON AUTHORISATION TO THE BOARD AND THE PERSONS AUTHORISED BY THE BOARD TO DEAL WITH ALL MATTERS RELATING TO THE ISSUANCE OF CAPITAL SUPPLEMENTAL BONDS

I. Matters Authorised in Connection with the Issuance of Capital Supplemental Bonds

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 CAPITAL SUPPLEMENTAL BONDS

II. Matters Authorised in Connection with Capital Supplemental Bonds that Remain Outstanding

Harbin Bank Co., Ltd. 哈爾濱銀行股份有限公司[*]

(Stock Code: 6138)

NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

2. Closure of register of members

3. Registration procedures for attending the EGM

4. Notice of attendance

5. Proxy

6. Publication of poll results

7. Other business

More from Harbin Bank Co., Ltd.

Harbin Bank Co., Ltd. Proxy Solicitation & Information Statement 2020