HarbinBank Co., Ltd. Shareholder Commitment Management Measures

　　Chapter 1: General Provisions

　　Article 1 To further strengthen the management of shareholder commitments for HarbinBank Co., Ltd. (hereinafter referred to as "the Company"), standardize shareholder commitments, enhance the binding force of commitments, and solidify company governance, these measures are hereby formulated in accordance with the Company Governance Guidelines for Banking and Insurance Institutions, the Interim Measures for the Administration of Commercial Bank Equity, the Interim Measures for the Implementation of Recovery and Resolution Plans of Banking and Insurance Institutions, the Notice of the General Office of the China Banking and Insurance Regulatory Commission on Further Strengthening the Management of Shareholder Commitments in Banking and Insurance Institutions, and the Bank's Articles of Association.

　　Article 2 The Company shall attach great importance to shareholder commitment management, timely and accurately communicate regulatory requirements related to shareholder commitments to major shareholders, and assist them in standardizing the content and procedures of their commitments.

　　Article 3 The Bank's Board of Directors shall diligently perform its duties by organizing and overseeing the formulation of shareholder commitment management systems, the maintenance of major shareholder commitment records, the assessment of major shareholder commitments, and other related management tasks. The Board is responsible for overseeing the commitments of major shareholders. The Board Office of the Company shall assist the Board of Directors in handling specific tasks related to commitment management.

　　Article 4 A major shareholder of the Company refers to any shareholder who: holds or controls 5% or more of the Bank's shares or voting rights; holds less than 5% of shares but has a significant influence on the Bank's operations and management. The shareholding ratio of a shareholder shall be calculated together with that of its related parties and persons acting in concert.

　　"Significant influence" in the preceding paragraph includes, but is not limited to, the right to appoint directors, supervisors, or senior management personnel to the Company, influence financial and operational management decisions through agreements or other means, or other situations recognized by the China Banking and Insurance Regulatory Commission (CBIRC) or its local offices.

　　The Company may, based on actual conditions or regulatory requirements, subject other shareholders who are deemed to have significant influence over the Company to the same commitment management requirements applicable to major shareholders. The Company shall inform such shareholders of their designation and provide the basis for such determination.

　　Chapter 2: Shareholder Commitments

　　Article 5 Major shareholder commitments are categorized into three types: Statement Commitments, Compliance Commitments and Diligence Commitments Statement commitments refer to shareholders' confirmations or statements regarding a past or present factual state, such as the authenticity and legality of their own funds; compliance commitments refer to shareholders' commitments to conduct certain activities legally and compliantly in the future, such as not interfering with the Company's operations, conducting related-party transactions in a standardized manner, regulating share pledges, and not transferring their held shares within a specified period; and diligence commitments refer to shareholders' commitments to fulfill corresponding responsibilities and obligations in the future, including risk assistance commitments and commitments made in accordance with other regulatory requirements. Risk assistance commitments refer to shareholders' commitments to cooperate with the implementation of risk mitigation measures when necessary, such as capital replenishment, liquidity support, and cooperation with the implementation of recovery and resolution plans.

　　Article 6 The key elements of Statement Commitments from major shareholders include:

　　(1) The major shareholder must have a good reputation, a clean credit record, a proper tax history, and sound financial status, in compliance with legal and regulatory requirements. The shareholder's purpose for investing in the Company must be specified.

　　(2) The relationship between the major shareholder and its controlling shareholders, ultimate beneficiaries, related parties, and persons acting in concert must be transparent.

　　(3) The major shareholder must fulfill its capital contribution obligations as per laws and CBIRC regulations. The funds used to acquire shares in the Company are the shareholder's own funds, and the source of these funds is legal. There is no use of non-owned funds, such as entrusted funds or debt funds, for the share acquisition. Furthermore, there is no circumstance of entrusting others to hold, or being entrusted by others to hold, shares in the Company.

　　(4) The major shareholder and its related parties or persons acting in concert may invest in no more than two commercial banks as shareholders or hold a controlling stake in only one commercial bank.

　　(5) Investments in Other Financial Institutions by Major Shareholders, including: the name of the financial institution invested in, the number and proportion of shares held, etc.

　　Investments in Other Financial Institutions by Affiliates and Concert Parties of Major Shareholders, including: the name (or names) of the affiliate(s) or concert party(ies), the name of the financial institution invested in, the number and proportion of shares held, etc..

　　(6) The shareholding proportion of the major shareholder, together with its affiliates and concert parties, in the Company complies with regulatory requirements.

　　(7) Information on any related-party relationships or concert party relationships between the major shareholder and other shareholders of the Company, including: the names of the other shareholders, the number and proportion of shares held, etc.

　　Shareholding proportion of the major shareholder, together with its affiliates and concert parties, in the company.

　　(8) The major shareholder does not hold the Bank's shares through the issuance, management, or control of financial products, nor does it control the Bank's shares or voting rights through other means.

　　(9) The major shareholder, its controlling shareholders, and actual controllers do not fall under any of the following circumstances: Listed as a discredited entity subject to joint disciplinary action by relevant authorities; engaging in serious evasion of bank debts; providing false information or making false statements; bearing significant responsibility for the failure or major legal violations of a commercial bank; refusing or obstructing lawful regulatory oversight; being penalized by financial regulatory authorities or other government departments for legal violations, resulting in severe adverse impacts; any other situations that may negatively affect the Bank's operations and management.

　　(10) The information provided by the major shareholder to regulatory authorities or the Company regarding qualification conditions, related relationships, and investment funds is true, valid, complete, and accurate.

　　(11) The major shareholder bears full responsibility for any consequences arising from providing false information or inaccurate statements.

　　Article 7: Key Compliance Commitments of Major Shareholders

　　(1) Major shareholders shall strictly exercise their rights and fulfill their obligations as investors in accordance with laws, regulations, supervisory requirements, and the company's articles of association. They shall not abuse their shareholder rights, interfere in the company's day-to-day operations, impose undue performance targets, or infringe upon the decision-making and management rights of the board of directors and senior management. They shall not bypass the board of directors or senior management to directly intervene in or influence the company's operations and management, nor harm the legitimate rights and interests of depositors, the company, or other shareholders in any other manner.

　　(2) The main shareholders shall comply with the laws, regulations, and the China Banking and Insurance Regulatory Commission (CBIRC) regulations regarding related-party transactions, and report any changes in related-party relationships to the company in a timely manner. They shall not engage in illegal or improper related-party transactions with the company, nor seek related-party transaction terms more favorable than those offered to other shareholders or non-related parties. They shall not use their influence over the Bank's operations and management to gain improper benefits.

　　(3) The main shareholders shall establish effective risk isolation mechanisms to prevent risks from spreading or transferring between the main shareholders, the company, and other related institutions of the main shareholders.

　　(4) The major shareholders shall effectively manage overlapping appointments of board members, supervisory board members, and senior management between the company and other affiliated institutions to prevent conflicts of interest.

　　(5) The main shareholders shall comply with the relevant laws, regulations, and the CBIRC regulations regarding the pledge of commercial bank shares. When pledging shares of the company, they shall not harm the interests of other shareholders or commercial banks.

　　(6) Except in special circumstances as stipulated by laws, regulations, or regulatory requirements, the main shareholders shall not transfer the shares they hold in the company within five years of acquiring them. When transferring their shares in the company under conditions permitted by laws and regulations, major shareholders shall inform the transferee of the need to meet the requirements set forth by laws, regulations, and the China Banking and Insurance Regulatory Commission (CBIRC).

　　(7) The main shareholders shall comply with laws, regulations, and regulatory requirements, report relevant information to the company in a timely, accurate, and complete manner, fully disclose relevant information, and accept social supervision.

　　(8) In the event of violations of the Commercial Banking Law, the Interim Measures for the Administration of Commercial Bank Equity, or other laws and regulations, the main shareholders voluntarily accept potential regulatory measures from the CBIRC or its agencies, such as being ordered to transfer control shares, restricting or prohibiting related-party transactions between the company and the main shareholders, limiting the number of shares the main shareholders can hold in the company, restricting the proportion of pledged shares, and limiting shareholder rights like the right to request general meetings, voting rights, nomination rights, proposal rights, and disposal rights, as well as bearing the corresponding adverse consequences.

　　Article 8: Main Content of Major Shareholders' Duty of Care Commitments:

　　(1) The main shareholders shall, when necessary, provide additional capital to the company and report their capital supplementation ability to the CBIRC or its agencies annually. If they lack the ability to supplement capital, they shall not obstruct other investors from making reasonable investments in the company.

　　(2) The main shareholders shall not withdraw investment when the company faces liquidity issues and shall provide liquidity support as much as possible.

　　(3) The main shareholders shall support the recovery and disposal plan formulated by the Bank's board of directors and fulfill their necessary obligations.

　　(4) In the event of a major risk incident or serious violation of laws and regulations, where the China Banking and Insurance Regulatory Commission (CBIRC) or its dispatched agencies take measures such as risk resolution or takeover, the major shareholders shall actively cooperate with the CBIRC or its dispatched agencies in carrying out risk resolution and related work.

　　Article 9: The content of the main shareholder's commitments should be accurate, standardized, and executable. Commitments such as those related to disproportionate shareholding reductions, which have clear time limits, should specify the time frame for fulfillment as clearly as possible, and vague terms like “when conditions permit” should not be used.

　　Article 10: The content of the main shareholder's commitments may be appropriately supplemented or adjusted in accordance with laws, regulations, and supervisory requirements. If a shareholder is unable to make commitments as required by regulatory provisions, they must provide a written explanation to the company and report it to the regulatory authorities through the company.

　　Chapter 3: Shareholder Commitment Management

　　Article 11: The Bank's board of directors is responsible for formulating and revising the shareholder commitment management system. Based on revisions to the Bank's articles of association, equity management system, and other relevant systems, the Bank will regularly revise and improve the shareholder commitment system, standardize the commitments and performance behavior of main shareholders, and implement their responsibilities and obligations.

　　Article 12: The Bank shall establish a commitment file for main shareholders, which will record the committing party, specific matters, methods and timelines for fulfilling the commitments, the status of commitment performance, and any measures taken against shareholders who violate their commitments. The management of shareholder commitment files will be the responsibility of the Bank's board office.

　　Article 13: The Bank shall establish an evaluation mechanism for the performance of commitments by main shareholders. The Bank's board of directors will evaluate the fulfillment of commitments by main shareholders annually, to understand and assess the status of commitment performance and actively urge main shareholders to fulfill their commitments.

　　Article 14: The Bank will incorporate the evaluation of main shareholder commitments into the company governance assessment. The evaluation results, as well as any major issues identified during the evaluation, will be reported to the regulatory authorities in a timely manner.

　　Article 15: The fulfillment of commitments by the Bank's major shareholders may be reported annually to the China Banking and Insurance Regulatory Commission (CBIRC) or its dispatched agencies, in accordance with the requirements of the Interim Measures for the Administration of Commercial Bank Equity, along with other relevant information such as the shareholders' qualifications, implementation of the company's articles of association or agreement terms, and compliance with laws, regulations, and supervisory requirements.

　　Chapter 4: Shareholder Responsibilities and Obligations

　　Article 16: Commitments made by the company's entity major shareholders shall undergo the necessary internal approval procedures, such as board of directors or (general) shareholders' meetings, in accordance with laws, regulations, supervisory requirements, and the company's articles of association. If approval from relevant authorities is required, the corresponding approval procedures must also be fulfilled.

　　Article 17: The Bank's main shareholders shall make truthful commitments in accordance with relevant laws, regulations, and regulatory requirements, and faithfully fulfill these commitments. They must actively cooperate with the China Banking and Insurance Regulatory Commission (CBIRC) or its dispatched agencies and the company in conducting shareholder commitment evaluations.

　　Article 18: The Bank's main shareholders should actively fulfill commitments related to capital supplementation, liquidity support, and other duties. In accordance with regulatory requirements, they should cooperate with the company in addressing risks. If they are unable to fulfill these commitments, they must promptly notify the company in writing, providing specific details and reasons, and must not obstruct other investors from taking reasonable measures to invest in the company.

　　Upon receiving information that a shareholder is unable to fulfill these commitments, the company should promptly report to the regulatory authorities and formulate a response plan.

　　Article 19: If any adjustments occur to commitments previously made by the main shareholders, they must promptly notify the company in writing. The company will fully evaluate the specific adjustments and report them to the China Banking and Insurance Regulatory Commission (CBIRC) or its dispatched agencies. If necessary, the main shareholders may need to provide supplementary explanations or reissue their commitments.

　　Article 20: The main shareholders must actively fulfill their commitments. If a failure to fulfill or violation of commitments causes losses to the company or investors, the company has the right to require the relevant main shareholders to bear corresponding responsibility.

　　Chapter 5: Penalties

　　Article 21: The Bank will take corresponding restrictive measures against main shareholders who violate their commitments. The board of directors will determine the performance of shareholder commitments. For shareholders who violate their commitments, the board of directors will propose measures, which will be implemented after approval by the shareholders' meeting. The relevant shareholders or their representatives must abstain from voting.

　　Article 22: If the Bank's main shareholders violate statement or compliance-related commitments, the CBIRC or its agencies may, based on the Interim Measures for the Administration of Commercial Bank Equity and other relevant regulations, take corrective actions such as ordering corrections, limiting shareholder rights, issuing industry warning notices, public condemnation, or prohibiting investment in banking financial institutions for a specified period or permanently. These situations will be recorded in the commercial bank equity management's adverse records.

　　Article 23: If the company's major shareholders violate duty of care commitments, obstruct other investors from implementing reasonable investment plans to acquire shares in the company, or refuse to cooperate with regulatory requirements, the China Banking and Insurance Regulatory Commission (CBIRC) or its dispatched agencies may take appropriate measures in accordance with the law, depending on the circumstances.

　　Article 24: If the Bank's main shareholders violate their commitments and also engage in other violations of laws or regulatory requirements, the China Banking and Insurance Regulatory Commission (CBIRC) or its dispatched agencies will take administrative penalties, regulatory measures, or revoke administrative licenses according to relevant laws and regulations.

　　Chapter 6: Supplementary Provisions

　　Article 25: These measures are explained and revised by the Bank's board of directors.

　　Article 26: These measures shall be implemented after approval by the board of directors.