HARBIN BANK CO., LTD. (A joint stock company incorporated in the People’s Republic of China with limited liability) Stock Code: 6138 2013 Annual Report 2013 Annual Report The Company holds the Finance Permit No. B0306H223010001 approved by the China Banking Regulatory Commission and obtains the Corporate Business License No. 230100100006877 approved by Harbin Administration for Industry and Commerce. The Company is not an authorized institution within the meaning of the Hong Kong Banking Ordinance (Chapter 155 of the Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorized to carry on banking/deposit-taking business in Hong Kong. Contents Defi nitions 2 Company Profi le 3 Harbin Bank Co., Ltd. Annual Report 2013 Summary of Accounting Data and Financial Indicators 8 Chairman’s Statement 12 Management Discussion and Analysis 15 Changes in Share Capital and Information on Shareholders 70 Report of the Board of Directors 75 Report of the Board of Supervisors 82 Important Events 86 Internal Control 89 Corporate Governance Report 91 Directors, Supervisors, Senior Management, Employees and Organizations 113 Financial Statements 128 Documents for Inspection 264 Defi nitions In this report, unless the context otherwise requires, the following terms shall have the meanings set out below. “Company”, “our Bank”, “Bank”, Harbin Bank Co., Ltd. (哈爾濱銀行股份有限公司), a joint stock or “We” company 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 “Board” or “Board of Directors” the board of directors of the Company “Director(s)” the director(s) of the Company “Board of Supervisors” the board of supervisors of the Company “Supervisor(s)” the supervisor(s) of the Company “Chief Financial Offi cer” the chief fi nancial offi cer of the Company “CBRC” the China Banking Regulatory Commission “CSRC” the China Securities Regulatory Commission “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Hong Kong Listing Rules” The Rules Governing the Listing of Securities on Hong Kong Stock Exchange “SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong “Model Code” the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 of the Hong Kong Listing Rules “IT” Information Technology “small enterprises” enterprises classifi ed as small enterprises according to the SMEs Classifi cation Standards, subject to different standards based on the nature of the industries. For example, industrial enterprises having more than 20 but fewer than 1,000 employees and generating more than RMB3 million operating income are classifi ed as small enterprises, while enterprises having more than fi ve but fewer than 200 employees and generating more than RMB10 million operating income in the wholesale industry are also classifi ed as small enterprises “micro enterprises” enterprises classifi ed as micro enterprises according to the SMEs Classifi cation Standards, subject to different standards based on the nature of the industries. For example, industrial enterprises having fewer than 20 employees or generating less than RMB3 million operating income are classifi ed as micro enterprises, while enterprises having fewer than fi ve employees or generating less than RMB10 million operating income in the wholesale industry are also classifi ed as micro enterprises “%” per cent. “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 “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 “Harbin Economic Development” Harbin Economic Development and Investment Company “Articles of Association” the articles of association of Harbin Bank Co., Ltd. 2 Harbin Bank Co., Ltd. Company Profi le Basic Information Place where this Report is Available: Legal Chinese Name: No. 160 Shangzhi Street, Daoli District, 哈爾濱銀行股份有限公司 Harbin, PRC (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. HARBIN BANK, 06138 (Abbreviation: HARBIN BANK) Registration Number of Legal Representative: Corporate Business License: GUO Zhiwen 230100100006877 Authorized Representatives for Registration Number of Tax Certifi cate: 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: Date of Initial Registration: 86-451-86779999 25 July 1997 Facsimile: Initial Registration Authorities: 86-451-86779888 Administration For Industry and Commerce of Harbin, Heilongjiang Province, PRC Email: [email protected] Legal Adviser as to Laws of China: Beijing Jun He Law Offi ces Registered Address: No. 160 Shangzhi Street, Daoli District, Legal Adviser as to Laws of Hong Kong, China: Harbin, PRC Linklaters Offi ce and Mailing Address: Auditors: No. 160 Shangzhi Street, Daoli District, Ernst & Young, Certifi ed Public Accountants Harbin, PRC Hong Kong H Share Registrar and Transfer Offi ce: Principal Place of Business in Hong Kong: Computershare Hong Kong Investor Services Limited 18/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong Website for Publishing this Report: www.hrbb.com.cn Annual Report 2013 3 Company Profi le (Continued) Company Profi le Harbin Bank was granted its fi nance permit to carry on fi nancial business by the PBOC in February 1997, and obtained its corporate business license on 25 July 1997. Headquartered in Harbin, Harbin Bank is an emerging city commercial bank in the northeast region of China in recent years. Our Bank has established 16 branches (including one branch approved for setting up) 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. As a strategic investor, our Bank has invested in the restructured Guangdong Huaxing Bank. As of 31 December 2013, the Group had 301 branch outlets with business outlets across six administrative regions in the PRC. As of 31 December 2013, our Bank had total assets of RMB322,175.4 million, total loans of RMB105,941.3 million and total deposits of RMB224,178.1 million. Our Bank ranked 4th among the city commercial banks in the PRC according to the “2013 Research Report on Asian Bank Competitiveness Rankings” released by the 21st Century Business Herald, and ranked 33rd in “Top 50 Banks in China” published by Standard & Poor’s in 2012. According to the “Top 1000 Word Banks 2013” published by The Banker, a UK-based magazine, our Bank ranked 313th in terms of total tier 1 capital, 27th among the domestic banks, and fi rst among the city commercial banks in Northeast China. On 31 March 2014, the Company was listed on the Hong Kong Stock Exchange. A total of 2,748,700,000 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 in aggregate). 4 Harbin Bank Co., Ltd. Company Profi le (Continued) Major Awards for 2013 List of Major Awards for 2013 No. Awarded to Name of Award Issued by Date Awarded 1 Harbin Bank 2012 China’s Small and Microfi nance Best China Microfi nance January 2013 Corporate Social Responsibility Award Institution Association (2012中國小微金融最佳社會責任獎) 2 Harbin Bank Outstanding Debt Valuation Member China Central Depository March 2013 of 2012 (2012年度優秀中債估值成員) & Clearing Co. Ltd 3 Harbin Bank Outstanding Member in National China Central Depository March 2013 Interbank Bond Market of 2012 & Clearing Co. Ltd (2012年度全國銀行間債券 市場優秀成員) 4 Harbin Bank Award for Member with the Greatest China Foreign Exchange March 2013 Improvement in Interbank Foreign Trade System Exchange Market of 2012 (2012年度銀行間外匯市場 最大進步會員獎) 5 Harbin Bank Award for Member with the Best China Foreign Exchange March 2013 Transaction Practice in Interbank Trade System Foreign Exchange Market of 2012 (2012年度銀行間外匯市場 最佳交易規範會員獎) 6 Harbin Bank 2012 Leading Banking Institution China Banking Regulatory April 2013 Providing Services to Small and Commission Micro Enterprises in China (2012年度全國銀行業金融機構 小微企業金融服務先進單位) 7 Harbin Bank The Best Settlement Bank for SINOTF.COM April 2013 Sino-Russian Trade of 2012 (中國貿易金融網) (2012年度最佳中俄貿易結算銀行) Trade Finance Magazine (《貿易金融》雜誌) 8 Harbin Bank Outstanding Settlement Member of 2012 Shanghai Clearing House May 2013 (2012年度優秀結算成員) 9 Harbin Bank Best Microfi nance Product The Asian Banker May 2013 —“Just-for-you” in China of 2013 Micro Loan (2013年度中國最佳小額信貸產品) 10 Harbin Bank China Financial Innovation Award of 2013: The Banker June 2013 Innovation Award for Ten Best Financial Wealth Management Products (Retailing Business) Research Center, — “Just-for-you” Marketing Case of Institute of Finance Financial Product on Microfi nance and Banking, Chinese to Agritainment (2013年中國金融 Academy of Social 創新獎：十佳金融產品創新獎 Sciences (零售業務) —「乾道嘉」農家樂 小額信貸金融產品營銷案例) Annual Report 2013 5 Company Profi le (Continued) No. Awarded to Name of Award Issued by Date Awarded 11 Harbin Bank Class A Unit (Foreign Exchange Heilongjiang Branch June 2013 Management) (外匯管理A級單位) of the SAFE 12 Harbin Bank Ranking 313th in The Banker Magazine July 2013