HARBIN BANK CO., LTD. (A joint stock company incorporated in the People’s Republic of China with limited liability) Stock Code : 6138 Harbin Bank Co., Ltd. Interim Report 2014 Interim Report 2014 Harbin Bank Co., Ltd. Interim Report 2014 1 Contents Definitions 2 Company Profile 3 Summary of Accounting Data and Financial Indicators 7 Management Discussion and Analysis 9 Changes in Share Capital and Information on Shareholders 52 Directors, Supervisors and Senior Management 57 Important Events 58 Organization Chart 61 Financial Statements 62 Documents for Inspection 132 2 Harbin Bank Co., Ltd. Interim Report 2014 Definitions In this report, unless the context otherwise requires, the following terms shall have the meanings set out below. “Articles of Association” the Articles of Association of Harbin Bank Co., Ltd. “Board” or “Board of Directors” the board of directors of the Company “Board of Supervisors” the board of supervisors of the Company or “Supervisory Board” “CBRC” the China Banking Regulatory Commission “Chief Financial Officer” the chief financial officer of the Company “Company”, “our Bank”, Harbin Bank Co., Ltd. (哈爾濱銀行股份有限公司), a joint stock company “Bank”, or “Group” incorporated in the PRC on 25 July 1997 with limited liability in accordance with PRC laws and, unless context indicates otherwise, all of its subsidiaries and branches “CSRC” the China Securities Regulatory Commission “Director(s)” the director(s) of the Company “Domestic Shares” ordinary shares of a nominal value of RMB1.00 each issued by the Company in the PRC, which are subscribed for or credited as paid in Renminbi “H Shares” ordinary shares of a nominal value of RMB1.00 each in the capital of the Company, which are listed on the Hong Kong Stock Exchange “Harbin Economic Development” Harbin Economic Development and Investment Company “Hong Kong Listing Rules” The Rules Governing the Listing of Securities on The Stock Exchange of Hong or “Listing Rules” Kong Limited “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Model Code” the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 of the Hong Kong Listing Rules “SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong “Supervisor(s)” the supervisor(s) of the Company Harbin Bank Co., Ltd. Interim Report 2014 3 Company Profile Basic Information Place where this Report is Available: Legal Chinese Name: No. 160 Shangzhi Street, Daoli District, Harbin, PRC 哈爾濱銀行股份有限公司(Abbreviation: 哈爾濱銀行) Place of Listing, Stock Name and Stock Code: English Name: The Stock Exchange of Hong Kong Limited, HARBIN BANK Co., Ltd. (Abbreviation: HARBIN BANK) HARBIN BANK, 06138 Legal Representative: Registration Number of Corporate Business License: GUO Zhiwen 230100100006877 Authorized Representatives for Registration Number of Tax Certificate: the Hong Kong Stock Exchange: DaoLiGuoShuiZi No. 230102127592111, LIU Zhuo; SUN Feixia HeiDiShuiZi No. 230102127046970 Board Secretary: Finance Permit Institution Number: LIU Zhuo B0306H223010001 Joint Company Secretaries: Organization Code: SUN Feixia; NGAI Wai Fung 12759211-1 Telephone: 86-451-86779999 Date of Initial Registration: 25 July 1997 Facsimile: 86-451-86779888 Initial Registration Authorities: Administration For Industry and Commerce of Harbin, Email: Heilongjiang Province, PRC [email protected] Legal Advisers as to Laws of China: Registered Address: Beijing Jun He Law Offices No. 160 Shangzhi Street, Daoli District, Harbin, PRC Legal Advisers as to Laws of Hong Kong, China: Office and Mailing Address: Linklaters No. 160 Shangzhi Street, Daoli District, Harbin, PRC Principal Place of Business in Hong Kong: Auditors: 18/F, Tesbury Centre, 28 Queen’s Road East, Ernst & Young, Certified Public Accountants Wanchai, Hong Kong Hong Kong H Share Registrar and Transfer Office: Website for Publishing this Report: Computershare Hong Kong Investor Services Limited www.hrbb.com.cn 4 Harbin Bank Co., Ltd. Interim Report 2014 Company Profile Company Profile The Bank was granted its finance permit to carry on financial business by the PBOC in February 1997, and obtained its corporate business license on 25 July 1997. Headquartered in Harbin, the Bank is an emerging city commercial bank in the northeast region of China in recent years. As of 30 June 2014, our Bank has established 16 branches in Tianjin, Chongqing, Dalian, Shenyang, Chengdu and Harbin, etc. and 24 village and township banks in 14 provinces and municipalities, including Beijing, Guangdong, Jiangsu, Jilin and Heilongjiang. The Bank, as a strategic investor, participated in equity investment of Guangdong Huaxing Bank and, as a controlling shareholder, promoted the establishment of Harbin Bank Financial Leasing Co,. Ltd.. As of 30 June 2014, the Group had 317 branch outlets with branches and sub-branches across six administrative regions across China. On 31 March 2014, the Bank was listed on the Hong Kong Stock Exchange. A total of 2,748,700,000 H shares were issued at an issue price of HK$2.90 per share, and the net proceeds amounted to approximately HK$7.722 billion (equivalent to approximately RMB6.184 billion). As of 30 June 2014, the Bank had total assets of RMB344,142.5 million, total loans of RMB119,704.4 million and total deposits of RMB235,265.9 million. Harbin Bank Co., Ltd. Interim Report 2014 5 Company Profile Major Subsidiaries The major subsidiaries of the Bank as of 30 June 2014 were as follows: Nominal value Percentage Place of of issued ownership/ incorporation/ share/ voting rights Amount registration and paid-up directly invested by operations capital in owned by the Bank in Company Company Name Location in the PRC RMB millions the Bank % RMB millions nature Bayan Rongxing Village and Township Bank Bayan, Heilongjiang 50 90.00 45 Village and Co., Ltd. Township Bank Huining Huishi Village and Township Bank Huining, Gansu 30 100.00 30 Village and Co., Ltd. Township Bank Beijing Huairou Rongxing Village and Huairou, Beijing 100 90.00 90 Village and Township Bank Co., Ltd. Township Bank Yushu Rongxing Village and Township Bank Yushu, Jilin 30 100.00 30 Village and Co., Ltd. Township Bank Shenzhen Baoan Rongxing Village and Baoan, Shenzhen 200 70.00 140 Village and Township Bank Co., Ltd. Township Bank Yanshou Rongxing Village and Township Yanshou, Heilongjiang 30 100.00 30 Village and Bank Co., Ltd. Township Bank Chongqing Dadukou Rongxing Village and Dadukou, Chongqing 60 90.00 54 Village and Township Bank Co., Ltd. Township Bank Suining Anju Rongxing Village and Township Suining, Sichuan 80 75.00 60 Village and Bank Co., Ltd. Township Bank Huachuan Rongxing Village and Township Huachuan, Heilongjiang 50 98.00 49 Village and Bank Co., Ltd. Township Bank Baiquan Rongxing Village and Township Baiquan, Heilongjiang 30 100.00 30 Village and Bank Co., Ltd. Township Bank Yanshi Rongxing Village and Township Yanshi, Henan 30 100.00 30 Village and Bank Co., Ltd. Township Bank Leping Rongxing Village and Township Leping, Jiangxi 30 100.00 30 Village and Bank Co., Ltd. Township Bank Jiangsu Rudong Rongxing Village and Rudong, Jiangsu 100 80.00 80 Village and Township Bank Co., Ltd. Township Bank Honghu Rongxing Village and Township Honghu, Hubei 30 100.00 30 Village and Bank Co., Ltd. Township Bank Zhuzhou Rongxing Village and Township Zhuzhou, Hunan 50 80.00 40 Village and Bank Co., Ltd. Township Bank Chongqing Wulong Rongxing Village and Wulong, Chongqing 50 70.00 35 Village and Township Bank Co., Ltd. Township Bank 6 Harbin Bank Co., Ltd. Interim Report 2014 Company Profile Nominal value Percentage Place of of issued ownership/ incorporation/ share/ voting rights Amount registration and paid-up directly invested by operations capital in owned by the Bank in Company Company Name Location in the PRC RMB millions the Bank % RMB millions nature Xinan Rongxing Village and Township Xinan, Henan 30 100.00 30 Village and Bank Co., Ltd. Township Bank Anyi Rongxing Village and Township Bank Anyi, Jiangxi 30 100.00 30 Village and Co., Ltd. Township Bank Yingcheng Rongxing Village and Township Yingcheng, Hubei 30 100.00 30 Village and Bank Co., Ltd. Township Bank Leiyang Rongxing Village and Township Leiyang, Hunan 50 100.00 50 Village and Bank Co., Ltd. Township Bank Hainan Baoting Rongxing Village and Baoting, Hainan 30 96.67 29 Village and Township Bank Co., Ltd. Township Bank Chongqing Shapingba Rongxing Village and Shapingba, Chongqing 100 80.00 80 Village and Township Bank Co., Ltd. Township Bank Hejian Ronghui Village and Township Bank Hejian, Hebei 30 100.00 30 Village and Co., Ltd. Township Bank Chongqing Youyang Rongxing Village and Youyang, Chongqing 60 100.00 60 Village and Township Bank Co., Ltd. Township Bank Harbin Bank Financial Leasing Co., Ltd. Harbin, Heilongjiang 2,000 80.00 1,600 Financial Leasing Harbin Bank Co., Ltd. Interim Report 2014 7 Summary of Accounting Data and Financial Indicators The unaudited financial information contained herein is prepared under the International Financial Reporting Standards on a consolidated basis. Unless otherwise stated, such information is the data of our Group denominated in RMB. For the year ended 31 For the six months ended 30 June December 2014 2013 2014 vs. 2013 2013 (in millions of RMB, except percentages) Results of operations Rate of change Net interest income 4,099.2 3,280.7 24.95% 6,817.8 Net fee and commission income 831.8 512.3 62.37% 1,247.1 Operating income 5,031.8 3,955.2 27.22% 8,543.9 Operating expenses (1,987.0) (1,589.0) 25.05% (3,591.0) Impairment losses (392.3) (276.4)