HARBIN BANK CO., LTD. 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.
This circular is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Bank.
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.
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)A notice of the EGM to be held at Conference Hall 3, Harbin Shangri-La Hotel, 555 Youyi Road, Daoli District, Harbin, Heilongjiang, China at 9:30 a.m. on Friday, 22 January 2016 is set out on pages 7 to 9 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 Computershare Hong Kong Investor Services Limited (17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, Tel: 852-2862 8555), by hand or by post in any event 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 of Directors' Office (No.160 Shangzhi Street, Daoli District, Harbin 150010, Heilongjiang Province, China, Tel: 86-451-86779933), by hand or by post in any event 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 of Directors' Office (for Domestic Shareholders) on or before Friday, 1 January 2016.
* Harbin Bank Co., Ltd. is not an authorised institution within the meaning of the Banking Ordinance (Chapter 155 of Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorised to carry on banking/deposit-taking business in Hong Kong.
8 December 2015
Table of ContentsPage
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2 ISSUANCE OF ELIGIBLE TIER-2 CAPITAL INSTRUMENTS . . . . . . . . . . . . 4
3 THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4 VOTING BY POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5 RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2016 FIRST EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . 7In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"Bank" or "Company" or "Our" Harbin Bank Co., Ltd. (哈爾濱銀行股份有限公司), a
joint stock company established in the PRC on 25 July 1997 with limited liability in accordance with the Company Law of the PRC (中華人民共和國公司法), and the H Shares of which are listed on the Hong Kong Stock Exchange (Stock Code: 06138)
"Board" or "Board of Directors" the board of directors of the Bank "Director(s)" the director(s) of the Bank
"Domestic Shareholder(s)" holder(s) of Domestic Shares
"Domestic Shares" ordinary shares of a nominal value of RMB1.00 each
issued by the Bank in the PRC, which are subscribed for in RMB
"EGM" the 2016 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, Heilongjiang, China at 9:30 a.m. on Friday, 22 January 2016
"Eligible Tier-2 Capital Instruments"
eligible tier-2 capital instruments which comply with the requirements of the Regulations Governing Capital of Commercial Banks (Provisional) and other regulatory policy requirements
"H Shareholder(s)" holder(s) of H Shares
"H Shares" overseas listed foreign shares of RMB1.00 each in the share capital of the Bank, which are listed on the Hong Kong Stock Exchange (Stock Code: 06138) and traded in Hong Kong dollars
"HK$" or "HK Dollars" the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"Hong Kong Listing Rules" the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise revised from time to time
"Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited
"Issuance Plan" The issuance plan of Eligible Tier-2 Capital Instruments as set out in "Issuance of Eligible Tier-2 Capital Instruments" in section 2 of the Letter from the Board in this circular
"RMB" Renminbi, the lawful currency of the PRC
"PRC" or "China" the People's Republic of China, excluding, for the
purposes of this circular only, Hong Kong, Macau Special Administrative Region of the People's Republic of China and Taiwan
"Shareholder(s)" holder(s) of Shares
"Share(s)" Domestic Shares and/or H Shares of the Bank
Harbin Bank Co. Ltd. issued this content on 2015-12-07 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2015-12-28 16:07:08 UTC
Original Document: http://www.hrbcb.com.cn/download/20151208e4.pdf
