鄭州銀行股份有限公司
BANK OF ZHENGZHOU CO., LTD.
(於中華人民共和國註冊成立的股份有限公司)
(A joint stock company incorporated in the People's Republic of China with limited liability)
股份代號 Stock Code: 6196 優先股股份代號 Preference Shares Stock Code: 4613
ANNUAL REPORT 年度報告
1
Annual Report 2021 | Bank of Zhengzhou Co., Ltd.
CONTENTS
IMPORTANT NOTICE 2
DEFINITIONS 3
CHAIRMAN'S STATEMENT 6
PRESIDENT'S STATEMENT 7
CHAPTER | I | CORPORATE INFORMATION AND | |
MAJOR FINANCIAL INDICATORS | 9 | ||
CHAPTER | II | MANAGEMENT DISCUSSION AND ANALYSIS | 15 |
CHAPTER | III | CHANGES IN SHARE CAPITAL AND INFORMATION | |
ON SHAREHOLDERS | 86 | ||
CHAPTER | IV | PREFERENCE SHARES | 101 |
CHAPTER | V | DIRECTORS, SUPERVISORS, SENIOR | |
MANAGEMENT, STAFF AND INSTITUTIONS | 104 | ||
CHAPTER | VI | CORPORATE GOVERNANCE | 132 |
CHAPTER | VII | REPORT OF THE BOARD OF DIRECTORS | 179 |
CHAPTER | VIII | REPORT OF THE BOARD OF SUPERVISORS | 192 |
CHAPTER | IX | SIGNIFICANT EVENTS | 196 |
CHAPTER | X | INDEPENDENT AUDITOR'S REPORT | 213 |
*This Report is prepared in both Chinese and English. If there are any discrepancies between the Chinese and English versions, the Chinese version shall prevail.
Annual Report 2021 | Bank of Zhengzhou Co., Ltd.
2
IMPORTANT NOTICE
The Board of Directors, Board of Supervisors and Directors, Supervisors and senior management of the Bank hereby warrant the truthfulness, accuracy and completeness of the contents of this annual report and that there are no false representations, misleading statements or material omissions, and jointly and severally assume liability for the information hereof.
The full text and the summary of the 2021 annual report (the "Report") were reviewed and approved at the Bank's fourth meeting of the seventh session of the Board of Directors on 30 March 2022. 12 Directors were eligible to attend the meeting, 11 of whom attended in person and 1 by proxy. Mr. JI Hongjun, a non-executive Director, appointed Mr. SHEN Xueqing, an executive Director, as his proxy to attend and vote at the meeting. Several Supervisors of the Bank attended the meeting.
Unless otherwise specified, the financial information set out in this Report represents data from the consolidated financial statements of the Bank and its subsidiaries, namely Henan Jiuding Financial Leasing Co., Ltd., Fugou Zhengyin County Bank Co., Ltd., Xinmi Zhengyin County Bank Co., Ltd., Xunxian Zhengyin County Bank Co., Ltd. and Queshan Zhengyin County Bank Co., Ltd.
The Bank prepared the 2021 annual financial report in accordance with the PRC GAAP and International Financial Reporting Standards, which was audited by KPMG Huazhen LLP and KPMG under the PRC and Hong Kong standards on auditing, respectively. The two firms issued an audit report and an independent auditor's report respectively, which were both standard and unqualified.
Mr. WANG Tianyu, the legal representative and chairman of the Bank, Mr. SHEN Xueqing, the president of the Bank, Mr. SUN Haigang, the person-in-charge of accounting of the Bank, and Ms. GAO Chenxin, the head of accounting department of the Bank, hereby declare and warrant the truthfulness, accuracy and completeness of the financial statements in this Report.
The Board of the Bank recommended not to distribute cash dividend, bonus share, or issue new shares by way of conversion of capital reserve in 2021. The profit distribution plan will be proposed at the 2021 annual general meeting for approval.
Forward-looking statements such as future plans mentioned in this Report do not constitute actual commitments of the Bank to investors. Investors and parties concerned should be fully aware of the risks, and understand the differences among plans, estimates and commitments.
During the Reporting Period, the Bank was not aware of any material risk that would adversely affect its future development strategies and business targets. The major risks to which the Bank was exposed in its operations and management and the corresponding measures adopted by the Bank are detailed in this Report. For further information, please refer to the relevant information in the sections headed "Risk Management" and "Outlook" in the chapter headed "Management Discussion and Analysis" of this Report.
DEFINITIONS
In this Report, unless the context otherwise requires, the following terms shall have the meanings set forth below:
"2020 AGM" | the annual general meeting of the Bank convened on 17 June 2021 |
"Articles of Association" | the articles of association of the Bank, as amended from time to |
time | |
"A Share(s)" | ordinary shares with a nominal value of RMB1.00 each in the share |
capital of the Bank, which are listed and traded on the SZSE (stock | |
code: 002936) | |
"A Shareholder(s)" | holder(s) of A Share(s) |
"Bank", "Bank of Zhengzhou", or "We" | Bank of Zhengzhou Co., Ltd.* (ቍψვБٰ΅Ϟࠢʮ̡), a joint |
stock company incorporated in the PRC with limited liability on | |
16 November 1996 in accordance with the PRC laws, and, if the | |
context requires, includes its predecessors, subsidiaries, branches | |
and sub-branches | |
"Board" or "Board of Directors" | the board of Directors of the Bank |
"Board of Supervisors" | the board of Supervisors of the Bank |
"Capitalization Issue" | the issue of one new Share for every 10 Shares held by way of |
capitalization of capital reserve in 2021 as the dividend distribution | |
plan of the Bank for the year ended 31 December 2020 | |
"CBIRC" | China Banking and Insurance Regulatory Commission |
"CBIRC Henan Office" | China Banking and Insurance Regulatory Commission Henan Office |
"Company Law" | Company Law of the People's Republic of China |
"Corporate Governance Code" | Corporate Governance Code set out in Appendix 14 to the Hong |
Kong Listing Rules (as of 1 January 2022, Appendix 14 has been | |
renamed and restructured) | |
"CSRC" | China Securities Regulatory Commission |
"Director(s)" | the director(s) of the Bank |
"Fugou Zhengyin County Bank" | Fugou Zhengyin County Bank Co., Ltd. (ҧ๖ቍვӀᕄვБٰ΅Ϟࠢ |
ʮ̡) |
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Bank of Zhengzhou Co. Ltd. published this content on 13 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2022 10:14:13 UTC.