Proposed amendments to articles of association

Before the Amendment

After the Amendment

Article 4 Promoters of the Company are

Article 4 Promoters of the Company consist

Harbin Economic Development and Investment

of state-owned shareholders, other legal

Company and other 154 institutions with legal

person shareholders and natural person

person status as well as 4,756 natural persons.

s h a r e h o l d e r s .a r e H a r b i n E c o n o m i c

Development and Investment Company and

other 154 institutions with legal person status

as well as 4,756 natural persons.Promoters

have subscribed for all shares issued by the

Company upon its establishment by way of

net asset and cash contributions.

Article 52 Registration of change in the

Article 52 If the relevant laws, administrative

H share register of members due to shares

regulations, department rules and the

transfer shall not be allowed within thirty (30)

listing rules of the stock exchange where the

days prior to the date of a general meeting or

Company's shares are listed stipulate that

within five (5) days before the base date set by

registration of change in the H share register

the Company for the purpose of distribution of

of members due to shares transfer shall not be

dividends.

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 dividendsprior to

the date of a general meeting or the record

date set by the Company for the purpose

of distribution of dividends shall not be

allowed, such provisions shall prevail.

C h a p t e r V R i g h t s a n d O b l i g a t i o n s o f

C h a p t e r V R i g h t s a n d O b l i g a t i o n s o f

Shareholders

Shareholders and Equity Management

Before the Amendment

After the Amendment

(New Section)

Section I Rights and Obligations of

Shareholders

Article 65 Shareholders of the Company shall

Article 65 Shareholders of the Company shall

perform the following obligations:

perform the following obligations:

......

......

shareholder shall be aggregated with that of the

shareholder shall be aggregated with that of the

shareholders, and it shall not exceed 15% of

shareholders, and it shall not exceed 15% of

the net capital of the Company;

the net capital of the Company;

and the supervision requirement of the banking

standard and the supervision requirement of the

regulatory authority of the State Council,

banking and insuranceregulatory authority of

shareholders shall support measures put

the State Council, shareholders shall support

forward by the Board of Director to improve

measures put forward by the Board of Director

the capital adequacy ratio;

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 that of the shareholding ratio of a

shareholder and its related party and person

acting in concert shall be calculated on a

consolidated basis;

Before the Amendment

After the Amendment

request convening of a general meeting

parties by the legal person shareholder

of shareholders, the voting right, right of

shall be reported to the Board of Director

nomination, right of submitting proposals, and

of the Company timely; shareholders who

right of disposition, etc.;

fail to apply to the 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.;

Before the Amendment

After the Amendment

Association, bypass the Board of Directors and

Association, bypass the Board of Directors and

senior management to interfere directly with

senior management to interfere directly with

the operation and management of the Company,

the operation and management of the Company,

and should not damage the interests of the

and should not damage the interests of the

Company and the legal rights and interests of

Company and the legal rights and interests of

other stakeholders;

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;

Before the Amendment

After the Amendment

shareholders shall supply additional capital to

s h a l l s u p p l y a d d i t i o n a l c a p i t a l t o t h e

the commercial bank when necessary;

commercial bank when necessary; (14)(13) for

a shareholder that makes any false statement,

and restrict its right to request convening of

to request convening of a general meeting

a general meeting of shareholders,

the voting

of shareholders, the voting right, right of

right, right of nomination, right of

submitting

nomination, right of submitting proposals, and

proposals, and right of disposition, etc.; and

right of disposition, etc.; and

Association.

accordance with the laws and regulations

and the provisions issued by the banking

Shareholders are not liable to make any further

and insurance regulatory authority of

contribution to the share capital other than as

the State Council; shall not entrust or be

agreed by the subscribers of the relevant shares

entrusted by others to hold the Company's

on subscription.

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;

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

Article 66 Where a shareholder pledges his

more voting shares of the Company pledges

equity interests in the Company, he shall

any domestic shares in his possession, he shall

comply with the following provisions:

report the pledge to the Company in writing on

the day on which he pledges his shares.

(1) Where a shareholder pledges his equity

in the Company as guarantee for the benefit

A shareholder shall not make any pledge of

of his own or that of any third parties,

its shares in the Company if the outstanding

he shall strictly comply with laws and

amount of its borrowing from the Company

regulations and the relevant requirements on

exceeds the audited net value of the equities it

pledge of equity of commercial banks of the

held in the previous year.

banking and insurance regulatory authority

of the State Council, shall not damage the

Where the number of shares of the Company

interests of any other shareholders or the

pledged by a shareholder reaches or exceeds

Company, and shall notify the Board of

fifty (50) percent of the shares held by such

Directors of the Company in advance. The

shareholder in the Company, its voting rights

Company's Board of Directors office or

at the general meeting of shareholders and

other department designated by the Board of

the voting rights of its dispatched directors at

Directors shall be responsible for the daily

the meetings of the board of directors will be

work of collecting, collating and reporting of

restricted.

the Company's equity pledge information.

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;

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

held in the Companyin the previous year;.

(4) Where the number of shares of the

Company pledged by a shareholder reaches or

exceeds fifty (50%) percentof 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

o r t h r o u g h o t h e r m e a n s , a n d o t h e r

circumstances as determined by banking

regulatory and insurance authority of the

State Council or its dispatched offices.

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.

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,

a n d s h a l l e x p l a i n t h e i r p u r p o s e o f

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.

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.

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.

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,

g u a r a n t e e s , l o a n c o m m i t m e n t s , a n d

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.

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,

a s s e t a p p r a i s a l , l e g a l , i n f o r m a t i o n ,

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

p r i n c i p l e s , a n d p r o v i d e t r a n s a c t i o n

conditions no favorable than those provided

for non-related parties, so as to prevent risk

contagion and tunneling.

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.

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.

Before the Amendment

After the Amendment

(New Article)

A r t i c l e 8 5 W h e r e t h e C o m p a n y ' 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;

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.

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.

Before the Amendment

After the Amendment

Article 83 Where the Company shall convene

Article 101Article 83Where the Company

a shareholders' general meeting, the Company

shall convene a shareholders' general meeting,

shall send out a written notice to all registered

the Companyconvenershall send out a written

shareholders on the matters to be reviewed as

notice to all registered shareholders on the

well as the meeting date and place forty-five

matters to be reviewed as well as the meeting

(45) days before the meeting. Shareholders

date and place forty- five (45)twenty (20)days

intend to attend the meeting shall submit their

before the annual general meeting (excluding

written replies to the Company twenty (20)

the date of the meeting), or fifteen (15) days

days before the meeting.

before the 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 102Article 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 twenty

attend the meeting according to the received

(20) days before the shareholders' general

written replies twenty (20) days before the

meeting. Where the number of voting shares

shareholders' general meeting. Where the

represented by the shareholders intending to

number of voting shares represented by the

attend the meeting reaches more than half

shareholders intending to attend the meeting

(1/2) of the total number of voting shares, the

reaches more than half (1/2) of the total number

Company can convene a shareholders' general

of voting shares, the Company can convene a

meeting; where it fails, the Company shall

shareholders' general meeting; where it fails,

inform the shareholders on the matters to be

the Company shall inform the shareholders

examined, assembly date and location again

on the matters to be examined, assembly date

within five (5) days in the form of public

and location again within five (5) days in the

notice, after the notification, the Company can

form of public notice, after the notification, the

convene a shareholders' general meeting.

Company can convene a shareholders' general

meeting.

A n e x t r a o r d i n a r y g e n e r a l m e e t i n g o f

shareholders may not decide any matters not

A n e x t r a o r d i n a r y g e n e r a l m e e t i n g o f

stated in the notice.

shareholders may not decide any matters not

stated in the notice.

Before the Amendment

After the Amendment

Article 87

Article 105Article 87

......

......

The public notice in the preceding paragraph

The public notice in the preceding paragraph

shall be published in one or more newspapers

shall be published in one or more newspapers

designated by the securities regulatory

designated by the securities regulatory

authority of the State Council between forty-

authority of the State Council between forty-

five (45) to fifty (50) days before the date of

five (45) to fifty (50) days before the date of

the general meeting. After the publication of

the general meeting. After the publication of

such notice, the holders of domestic shares

such notice, the holders of domestic shares

shall be deemed to have received the notice of

shall be deemed to have received the notice of

the relevant shareholders' general meeting.

the relevant shareholders' general meeting.

Article 129 Affected classified shareholders,

Article 147Article 126Affected

classified

regardless of whether they originally have

s h a r e h o l d e r s ,

r e g a r d l e s s o f

w h e t h e r

voting rights in the shareholders' general

they originally have voting rights in the

meeting, have the voting rights on the

shareholders' general meeting, have the voting

classified shareholders' meeting for issues

rights on the classified shareholders' meeting

stated in (2) to (8) and (11) to (12) of Article

for issues stated in (2) to (8) and (11) to (12)

128, except for the interested.

of Article 146Article 128, except for the

interested.

The interested shareholders mentioned in the

preceding paragraph are defined as follows:

The interested shareholders mentioned in the

preceding paragraph are defined as follows:

(1) w h e n t h e C o m p a n y i s s u e s a b u y -

back offer to all shareholders equally pro

(1) w h e n t h e

C o m p a n y i s s u e s a b u y -

rata or buys back its own shares by open

back offer to all shareholders equally pro

transaction at stock exchange according to

rata or buys back its own shares by open

Article 34 of the Articles of Association. The

transaction at stock exchange according to

interested shareholders refer to the controlling

Article 34 of the Articles of Association. The

shareholders defined in Article 69 of the

interested shareholders refer to the controlling

Articles of Association;

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

(2) when the Company buys back its own

in accordance with Article 34 of this Articles

shares by agreement outside a stock exchange

of Association, the interested shareholders

in accordance with Article 34 of this Articles

refer to the shareholders which are related to

of Association, the interested shareholders

the agreement; and

refer to the shareholders which are related to

the agreement; and

......

......

Before the Amendment

After the Amendment

Article 131 If the Company intends to convene

Article 149Article 128If the Company

a meeting of classified shareholders, it should

intends to convene a meeting of classified

issue a written notice forty-five (45) days in

shareholders, it should issue a written notice

advance to inform all registered shareholders

forty-five(45) days in advanceto inform all

of the relevant class about the issues to be

registered shareholders of the relevant class

reviewed at the meeting, meeting date and

about the issues to be reviewed at the meeting,

meeting place. The shareholders who intend

meeting date and meeting place in accordance

to attend the meeting shall send their written

with the relevant requirements of the notice

replies of attendance to the Company 20 days

period for convening a shareholders' general

before the meeting is held.

meeting in Article 10183of the Articles of

Association. The shareholders who intend to

If the number of shares with voting right

attend the meeting shall send their written

on the meeting held by shareholders who

replies of attendance to the Company 20 days

intend to attend meeting reaches more than

before the meeting is held.

half of the total number of the shares of such

category with voting right at the meeting, the

If the number of shares with voting right

Company may convene a meeting of classified

on the meeting held by shareholders who

shareholders; if not, the Company should,

intend to attend meeting reaches more than

within five days, notify shareholders, through

half of the total number of the shares of such

public notice, the issues to be reviewed at the

category with voting right at the meeting, the

meeting, meeting date and place, and then the

Company may convene a meeting of classified

Company may convene a meeting of classified

shareholders; if not, the Company should,

shareholders.

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.

Before the Amendment

After the Amendment

Article 136 The way and procedures for the

A r t i c l e 154A r t i c l e 1 3 3T h e w a y a n d

nomination and election of directors are as

procedures for the nomination and election of

follows:

directors are as follows:

(1) ......

......

......(6) A shareholder shall not simultaneously

(6) A shareholder and its related parties

nominate directors and supervisors; if a

shall not simultaneously nominate directors

director nominated by a shareholder has

and supervisors; if a director (supervisor)

been appointed as a director, and before the

nominated by a shareholder and its related

expiration of the term of office of the director,

partieshas been appointed as a director

the shareholder is not allowed to nominate

(supervisor), and before the expiration of

any supervisor candidate. Any exemption due

the term of office or replacementof the

to special ownership structure shall make an

director (supervisor), the shareholder is not

application to the banking regulatory authority

allowed to nominate any supervisor (director)

of the State Council and provide the reasons in

candidate. Any exemption due to special

support.

ownership structure shall make an 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.

Before the Amendment

After the Amendment

(New Article)

Article 181Article 159The Company

shall not grant unsecured loans to related

parties, nor provide guarantee for financing

activities of related parties, except where the

related parties provide certificates of bank

deposits and treasury bonds as sufficient

counter guarantee.

Article 174 The board meeting shall be held

Article 193Article 174The board meeting

upon the attendance of more than half of

shall be held upon the attendance of more

directors. The resolutions of the Board of

than half of directors. The resolutions of the

Directors must be passed upon the approval

Board of Directors must be passed upon the

of more than half of all the directors, and

approval of more than half of all the directors,

the major external investment, the major

and the major externalinvestment, the major

fixed asset disposal plans, capital supplement

fixed asset disposal plans, capital supplement

plans, major equity changes and financial

plans, major equity changes and financial

restructuring and other major matters that shall

restructuring and other major matters that shall

be submitted to the Board of Directors for

be submitted to the Board of Directors for

deliberation in Item (7), (8), (10), (14) and (17)

deliberation in Item (7), (8), (10), (14) and (17)

in Article 162 of the Articles of Association

in Article 180Article 162of the Articles of

and the provisions of the internal systems of

Association and the provisions of the internal

the Company must be passed upon the approval

systems of the Company must be passed upon

of more than two thirds (2/3) of directors.

the approval of more than two thirds (2/3) of

directors.

Article 176

Article 195Article 176

......

......

The profit distribution plans, major external

The profit distribution plans, major external

i n v e s t m e n t , t h e m a j o r a s s e t d i s p o s a l

i n v e s t m e n t , t h e m a j o r a s s e t d i s p o s a l

plans, engagement and dismissal of senior

plans, engagement and dismissal of senior

management personnel, capital supplement

management personnel, capital supplement

plans, major equity changes and financial

plans, major equity changes and financial

restructuring and other major matters that

restructuring and other major matters that shall

shall be submitted to the Board of Directors

be submitted to the Board of Directors for

for deliberation in Item (7), (8), (10), (14)

deliberation in Item (7), (8), (10), (14) and (17)

and (17) in Article 162 of the Articles of

in Article 180Article 162of the Articles of

Association and the provisions of the internal

Association and the provisions of the internal

systems of the Company shall not be voted in a

systems of the Company shall not be voted in a

communication way and shall be passed by the

communication way and shall be passed by the

affirmative votes of more than two thirds (2/3)

affirmative votes of more than two thirds (2/3)

of directors in the Board of Directors.

of directors in the Board of Directors.

Before the Amendment

After the Amendment

Article 188 Board Risk Management and

A r t i c l e 2 0 7A r t i c l e 1 8 8B o a r d R i s k

Related Transaction Control Committee are

Management and Related Transaction Control

primarily responsible for:

Committee are primarily responsible for:

......

......

(7) approving or making preliminary review on

(7) approving or making preliminary review on

matters that shall be approved or preliminary

matters that shall be approved or preliminary

reviewed by Board Risk Management and

reviewed by Board Risk Management and

Related Transaction Control Committee in

Related Transaction Control Committee in

accordance with the Articles of Association and

accordance with the Articles of Association

other internal rules of the Company, keeping

and other internal rules of the Company,

records of the relevant matters, and reporting

keeping records of the relevant matters, and

to the Board of Directors as required;

reportingsubmittingto the Board of Directors

for approvalas required;

Article 203 The faithful obligations stipulated

Article 222Article 203The faithful obligations

in the Article 137 and the diligence obligations

stipulated in the Article 155Article 137and

stipulated in the Item (4), (6), (9) of Article

the diligence obligations stipulated in the Item

138 of the Articles of Association shall also

(4), (6), (9) of Article 156Article 138of the

apply to senior management personnel.

Articles of Association shall also apply to

senior management personnel.

Before the Amendment

After the Amendment

Article 217 The way and procedures for

A r t i c l e 236A r t i c l e 2 1 7T h e w a y a n d

nomination of supervisions are as follows:

procedures for nomination of supervisions are

as follows:

(1) ......

(1) ......

......(3) A shareholder shall not simultaneously

nominate directors and supervisors to the

......(3) A shareholder and its related parties

shareholders' general meeting; if a supervisor

shall not simultaneously nominate directors

candidate nominated by one shareholder

and supervisors to the shareholders' general

has held the office as a supervisor, before

meeting; if a supervisor (director)candidate

the expiration of his/her term of office, the

nominated by one shareholder and its related

shareholder shall not nominate any director

partieshas held the office as a supervisor

candidate.

(director), before the expiration of his/her

term of office or replacement, the shareholder

The number of supervisors nominated by the

shall not nominate any director (supervisor)

same shareholders and their associates, in

candidate.

principle, shall not exceed one third (1/3) of

the total number of members of the Board of

The number of supervisors nominated by the

Supervisors, and if exemption is needed due to

same shareholders and their related parties

special ownership structure, such application

associates, in principle, shall not exceed one

should be submitted to the banking regulatory

third (1/3) of the total number of members of

authority of the State Council and explain the

the Board of Supervisors, and if exemption is

reasons.

needed due to special ownership structure, such

application should be submitted to the banking

and insuranceregulatory authority of the State

Council and explain the reasons.

Article 228 External supervisors shall meet the

Article 247Article 228External supervisors

conditions of the banking regulatory authority

shall meet the conditions of the banking and

of the State Council. The election procedures

insuranceregulatory authority of the State

for external supervisors refer to the provisions

Council. The election procedures for external

about the election procedures for independent

supervisors refer to the provisions about the

directors in Article 151 of the Articles of

election procedures for independent directors

Association.

in Article 169Article 151of the Articles of

Association.

The same shareholder can only nominate one

(1) external supervisor candidate, and shall not

The same shareholder can only nominate one

nominate independent director and external

(1) external supervisor candidate, and shall not

supervisor at the same time.

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

The duration for an external supervisor to hold

accumulation of six (6) years.

the post in the Company cannot exceed an

accumulation of six (6) years.

Before the Amendment

After the Amendment

A r t i c l e 268 E x c e p t f o r c i r c u m s t a n c e s

Article 287Article 268Except for circumstances

prescribed in Article 68 of the Articles of

prescribed in Article 68 of the Articles of

Association, a director, supervisor, president

Association, a director, supervisor, president

and other senior management personnel of

and other senior management personnel of the

the Company may be relieved of liability

Company may be relieved of liability for specific

for specific breaches of his/her duty by the

breaches of his/her duty by the informed consent

informed consent of shareholders given at a

of shareholders given at a shareholders' general

shareholders' general meeting.

meeting.

Article 278 The contract for remunerations

Article 297Article 278The 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 takeover

the directors and supervisors shall, subject

of the Company, the directors and supervisors

to the prior approval of the shareholders in

shall, subject to the prior approval of the

shareholders' general meeting, have the right

shareholders in shareholders' general meeting,

to receive compensation or other payment for

have the right to receive compensation or other

loss of the position or retirement. A takeover

payment for loss of the position or retirement.

of the Company as referred to above means:

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

(2) An offer made by any person with a

shareholder" as well as the meaning of Article

view to rendering the offeror a "controlling

69 of the Articles of Association.

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

If the relevant director or supervisor does not

Association, any sum so received by him/her

comply with this Article 297Article 278of the

shall belong to those persons who have sold

Articles of Association, any sum so received by

their shares as a result of the said offer made.

him/her shall belong to those persons who have

The expenses incurred in distributing that sum

sold their shares as a result of the said offer

pro rata among those persons shall be borne by

made. The expenses incurred in distributing

the relevant director or supervisor and shall not

that sum pro rata among those persons shall be

be paid out of that sum.

borne by the relevant director or supervisor and

shall not be paid out of that sum.

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 ) T h e c o n t r o l l i n g n a t u r a l p e r s o n

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.

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.

D i r e c t o r s a n d s e n i o r m a n a g e m e n t

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.

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

a n d R e l a t e d T r a n s a c t i o n s C o n t r o l

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.

T h e R i s k M a n a g e m e n t a n d R e l a t e d

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.

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.

Before the Amendment

After the Amendment

Article 334 Definitions

Article 360Article 334Definitions

(1) The "actual controller" shall refer to

(1) The "actual controller" shall refer to

the persons who, not being a shareholder

the persons who, not being a shareholder

of the Company, is able to exercise control

of the Company, is able to exercise control

over the acts of the Company through an

over the acts of the Company through an

investment relationship, any agreement or other

investment relationship, any agreement or other

arrangement.

arrangement.

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

(3) The "major shareholder" shall refer to those

directly or indirectly, jointly hold or control

directly or indirectly, jointly hold or control

more than 5% of the total number of shares

more than 5% of the total number of shares

or voting power and are in a position to exert

or voting power and are in a position to exert

significant impact on the Company's decisions.

significant impact on the Company's decisions.