THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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 Zhongyuan Bank Co., Ltd.*, you should at once hand this circular, together with the form(s) of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

ʕࡡვБٰ΅Ϟࠢʮ̡*

ZHONGYUAN BANK CO., LTD.*

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code of H Shares: 1216)

(Stock Code of Preference Shares: 4617)

WORK REPORT OF THE BOARD OF DIRECTORS FOR 2020

WORK REPORT OF THE BOARD OF SUPERVISORS FOR 2020

FINAL ACCOUNT REPORT FOR 2020

PROFIT DISTRIBUTION PLAN FOR 2020

FINANCIAL BUDGET REPORT FOR 2021

APPOINTMENT OF ACCOUNTING FIRM FOR 2021

DIRECTORS REMUNERATION REPORT

SUPERVISORS REMUNERATION REPORT REVIEW OF THE "SECOND FIVE-YEAR" STRATEGIC PLAN

NOTICE OF 2020 ANNUAL GENERAL MEETING

The Letter from the Board is set out on pages 1 to 7 of this circular.

The Bank will convene the AGM at 2:30 p.m. on May 10, 2021 (Monday) at Sheraton Grand Zhengzhou Hotel, No. 33, Jinshui East Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC. The notice of the AGM is set out on pages AGM-1 to AGM-3 of this circular, and was despatched by the Bank on March 29, 2021 (Monday).

Whether or not you intend to attend and/or vote at the AGM in person, you are requested to complete the form(s) of proxy in accordance with the instructions printed thereon and return the form(s) of proxy to the H Share Registrar (for the H Shareholders) or to the office of the Board (for the Domestic Shareholders) as soon as possible and in any event not less than 24 hours before the scheduled time for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form(s) of proxy will not preclude you from attending in person or voting at the AGM or any adjournment thereof should you so wish. The forms of proxy for the AGM were despatched on March 29, 2021 (Monday).

*

Zhongyuan Bank Co., Ltd. is not an authorized institution within the meaning of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), is not subject to the supervision of the Hong Kong Monetary

Authority, and is not authorized to carry on banking and/or deposit-taking business in Hong Kong.

March 29, 2021

CONTENTS

DEFINITION ......................................................

LETTER FROM THE BOARD .......................................

ii 1

APPENDIX I

-

WORK REPORT OF THE BOARD OF DIRECTORS

FOR 2020 ....................................

I-1

APPENDIX II

-

WORK REPORT OF THE BOARD OF SUPERVISORS

FOR 2020 ....................................

II-1

APPENDIX III

-

FINAL ACCOUNT REPORT FOR 2020 ..............

III-1

APPENDIX IV

-

FINANCIAL BUDGET REPORT FOR 2021 ...........

IV-1

APPENDIX V

-

THE "SECOND FIVE-YEAR" STRATEGIC PLAN .....

V-1

NOTICE OF 2020 ANNUAL GENERAL MEETING ....................... AGM-1

DEFINITION

In this circular, unless the context otherwise requires, the following expressions shall have the meanings set out below:

"AGM" or "2020 Annual General

Meeting"

the 2020 Annual General Meeting to be held by the Bank at Sheraton Grand Zhengzhou Hotel, No. 33, Jinshui East Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC at 2:30 p.m. on May 10, 2021 (Monday)

"Articles of Association"

the articles of association of the Bank, as amended, supplemented or otherwise modified from time to time

"Bank"

Zhongyuan Bank Co., Ltd.* (ʕࡡვБٰ΅Ϟࠢʮ̡*), a joint stock company incorporated on December 23, 2014 in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange, and, if the context requires, includes its predecessors, branches, sub-branches and subsidiaries

"Board" or "Board of Directors"

the Board of Directors of the Bank

"Board of Supervisors" or

"Supervisory Committee"

the Board of Supervisors or Supervisory Committee of the Bank

"Company Law"

"Director(s)"

the Company Law of the People's Republic of China the director(s) of the Bank

"Domestic Share(s)"

the ordinary share(s) issued by the Bank in the PRC with a nominal value of RMB1.00 each, which are subscribed for or credited as paid up in RMB

"Domestic Shareholder(s)"

the holder(s) of Domestic Share(s)

"Group"

Zhongyuan Bank Co., Ltd.* (ʕࡡვБٰ΅Ϟࠢʮ̡*), a joint stock company incorporated on December 23, 2014 in the PRC with limited liability pursuant to the relevant PRC laws and regulations, and, if the context requires, includes its predecessors, branches, sub-branches and all subsidiaries

DEFINITION

"H Share(s)"

the overseas-listed ordinary share(s) in the share capital

of the Bank, which are listed on the Main Board of the

Stock Exchange (stock code: 1216) and traded in Hong

Kong dollars, and has a nominal value of RMB1.00 each

"H Shareholder(s)"

the holder(s) of the H Share(s)

"H Share Registrar"

Computershare Hong Kong Investor Services Limited,

the H share registrar of the Bank

"HK$" or "Hong Kong dollars"

Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"

Hong Kong Special Administrative Region of the

People's Republic of China

"Listing Rules"

the Rules Governing the Listing of Securities on The

Stock Exchange of Hong Kong Limited

"PRC" or "China"

the People's Republic of China, which, for the purpose of

this circular, excludes Hong Kong, the Macau Special

Administrative Region of the People's Republic of China

and Taiwan

"Reporting Period"

the year ended December 31, 2020

"RMB"

Renminbi, the lawful currency of the PRC

"SFO"

Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong)

"Shareholder(s)"

the holder(s) of the Share(s)

"Share(s)"

the ordinary share(s) in the share capital of the Bank with

a nominal value of RMB1.00 each, including the

Domestic Share(s) and the H Share(s)

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Supervisor(s)"

the supervisor(s) of the Bank

"%"

per cent

Certain amounts and percentage figures in this circular have been subject to rounding adjustments. Accordingly, figures shown as currency conversion or percentage equivalents may not be an arithmetic sum of such figures.

ʕࡡვБٰ΅Ϟࠢʮ̡*

ZHONGYUAN BANK CO., LTD.*

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code of H Shares: 1216)

(Stock Code of Preference Shares: 4617)

Executive Directors:

Registered office in the PRC:

Mr. DOU Rongxing (Chairman)

Zhongke Golden Tower

Mr. WANG Jiong

No. 23 Shangwu Waihuan Road

Mr. LI Yulin

Zhengdong New District

Mr. WEI Jie

Zhenzhou

Henan Province, the PRC

Non-executive Directors:

Ms. ZHANG Qiuyun

Principal place of Business in Hong Kong:

Mr. LI Xipeng

40/F, Dah Sing Financial Centre

Mr. MI Hongjun

248 Queen's Road East

Wanchai

Independent non-executive Directors:

Hong Kong

Ms. PANG Hong

Mr. LI Hongchang

Mr. JIA Tingyu

Mr. CHAN Ngai Sang Kenny

To the Shareholders:

WORK REPORT OF THE BOARD OF DIRECTORS FOR 2020

WORK REPORT OF THE BOARD OF SUPERVISORS FOR 2020

FINAL ACCOUNT REPORT FOR 2020

PROFIT DISTRIBUTION PLAN FOR 2020

FINANCIAL BUDGET REPORT FOR 2021

APPOINTMENT OF ACCOUNTING FIRM FOR 2021

DIRECTORS REMUNERATION REPORT

SUPERVISORS REMUNERATION REPORT

REVIEW OF THE "SECOND FIVE-YEAR" STRATEGIC PLAN

NOTICE OF 2020 ANNUAL GENERAL MEETING

I. INTRODUCTION

The Bank will convene the AGM at 2:30 p.m. on May 10, 2021 (Monday), at which resolutions will be proposed for the Shareholders to consider and approve, if thought fit, the following matters, including: (1) Work Report of the Board of Directors for 2020; (2)

Work Report of the Board of Supervisors for 2020; (3) Final Account Report for 2020; (4)Profit Distribution Plan for 2020; (5) Financial Budget Report for 2021; (6) Appointment of Accounting Firm for 2021; (7) Directors Remuneration Report; (8) Supervisors Remuneration Report; and (9) Review of the "Second Five-Year" Strategic Plan.

The purpose of this circular is to provide you with the details of the resolutions above. The notice of the AGM is set out on pages AGM-1 to AGM-3 of this circular and was despatched by the Bank on March 29, 2021 (Monday).

II. MATTERS TO BE RESOLVED AT THE AGM

  • 1. Work Report of the Board of Directors for 2020

    For the Work Report of the Board of Directors for 2020, please refer to Appendix I to this circular.

  • 2. Work Report of the Board of Supervisors for 2020

    For the Work Report of the Board of Supervisors for 2020, please refer to Appendix II to this circular.

  • 3. Final Account Report for 2020

    For the Final Account Report for 2020, please refer to Appendix III to this circular.

  • 4. Profit Distribution Plan for 2020

    According to the relevant laws and regulations, the Profit Distribution Plan for 2020 proposed by the Board at the AGM for consideration and approval by the Shareholders is as follows:

    As audited and confirmed by KPMG Huazhen LLP and KPMG, the Bank's parent company recorded net profit of RMB2.972 billion for 2020. After taking into account the dividend distributed for overseas preference shares by the Bank on November 23, 2020, which is equivalent to RMB573 million, the distributable profit is RMB3.254 billion. The Bank's profit distribution plan for 2020 is as follows:

    • 1. The Bank shall appropriate 10% of its net profit for 2020, equivalent to RMB297 million, to the statutory surplus reserve in accordance with the Company Law;

    • 2. In accordance with relevant provisions of the Administrative Measures for the Provision of Reserves of Financial Enterprises (ږፄΆุ๟௪ږࠇ౤၍ଣ፬ ج') issued by the Ministry of Finance, the Bank shall appropriate 1.5% of the balance of risk assets as at the end of the year, equivalent to RMB648 million, as general risk reserve;

3. Due to the complex and severe situation of international economy and finance, various uncertainties on the overseas and domestic epidemic changes and external environment, as well as the insecure domestic economic recovery foundation, the cash dividend for 2020 will not be distributed, so as to improve the risk resistance and promote the healthy and stable development of the Bank to better protect the long-term benefit of all the Shareholders. After the above distributions, the balance of undistributed profit will be carried forward to the next year. The balance of undistributed profit of the Bank will mainly be used to supply the core tier-one capital so as to promote the implementation of the strategic plans, support long-term sustainable development, strengthen capital accumulation and constantly improve risk resistance.

  • 5. Financial Budget Report for 2021

    For the Financial Budget Report for 2021, please refer to Appendix IV to this circular.

  • 6. Appointment of Accounting Firm for 2021

    To meet domestic and international regulatory requirements for listed banks, the Board proposes to appoint KPMG Huazhen LLP and KPMG as the Bank's domestic and international auditors for 2021 respectively, with a term from the date of approval by the Shareholders at the AGM to the end of the next annual general meeting of the Bank. Details of the proposal of appointment of auditors of the Bank for 2021 are as below:

    KPMG Huazhen LLP will be responsible for providing annual audit and consultation services of quarterly financial information for 2021 in accordance with the PRC Generally Accepted Accounting Principles; KPMG will be responsible for providing annual audit and interim review services for 2021 in accordance with International Financial Reporting Standards.

    The Bank will pay KPMG Huazhen LLP and KPMG an audit fee of RMB4.34 million for 2021. In addition to the above services, should value-added services and other professional services be needed pursuant to the regulatory requirements and the actual business development of the Bank, the Bank will communicate with KPMG Huazhen LLP and KPMG on the adjustment to the audit service fees for the additional workload.

    Should there be significant changes in operation such as creation, acquisition and reorganization, or any additional audit items deemed necessary during the term of such cooperation, the Bank will make a proposal to the general meeting for authorization granted to the Board, which shall in turn authorize the management to enter into agreements with KPMG Huazhen LLP and KPMG according to the actual needs of the Bank to determine the details of services and the service fees.

7. Directors Remuneration Report

In accordance with the relevant provisions of the Bank's Articles of Association, combined with the Directors' respective performances ofdutyandevaluationresultsfortheyear,theinformationabouttheimplementationofDirectors'remunerationfor2019-2020issetout below:

Unit: RMB0,000

Actual salaryDeferpayment distributed

-

-

144.5 270.7

106.8 209.1

61.7 141.8

- - - - - - -

- - - - - - -

Total

- 415.2 315.9 203.5

3.5

4.5

3 39.5

45.5

44.5

37

2020

Special committee allowance

- - - - 2

2 1.5

7 11 11 7

Meeting

Fee

- - - - 1.5

2.5

1.5

2.5

4.5

3.5

-

Annual Remuneration

- 415.2 315.9 203.5

-

- - 30 30 30 30

Actual salaryDeferpayment distributed

- 305.1 234.3 172.3

-

- - - - - -

- 161 119 74 -

- - - - - -

Total

- 466.1 353.3 246.3

3

4 4.5

40 44 44 40

2019

Special committee allowance

- - - - 2

2 2 7 11 11 7

Meeting

Fee

- - - - 1

2 2.5

3 3 3 3

Annual Remuneration

- 466.1 353.3 246.3

-

- - 30 30 30 30

Position

executive Director executive Director executive Director executive Director non-executive

Director non-executive

Director non-executive

Director independent non-

executive Director independent non-

executive Director independent non-

executive Director independent non-

executive Director

Name

DOU Rongxing1 WANG Jiong LI Yulin WEI Jie LI XipengMI Hongjun

LI Qiaocheng2

PANG Hong

LI Hongchang

JIATingyu

CHAN Ngai Sang

Kenny

Notes:

  • 1. The final remuneration of Mr. DOU Rongxing (chairman of the Board) is under determination and will be disclosed upon final determination.

  • 2. Mr. LI Qiaocheng, a non-executive Director to the Board of the Bank, tendered his resignation to the Board on October 20, 2020, and resigned as a non-executive Director and a member of the Strategy and Development Committee due to the change of equity and the adjustment in work arrangement. Please refer to the Bank's announcements dated June 29, 2020 and October 21, 2020 for details.

8. Supervisors Remuneration Report

InaccordancewiththerelevantprovisionsoftheBank'sArticlesofAssociation,combinedwiththeSupervisors'respectiveperformances of duty and evaluation results for the year, the information about the implementation of Supervisors' remuneration for 2019-2020 is set out below:

Unit: RMB0,000

Actual salaryDeferpayment distributed

-

-

56.1 125.2

40.1 105.8

-

- - - - -

-

- - - - -

Total

-

181.3

145.8

5.5

4.5

24

22

22.5

23

2020

Special committee allowance

-

-

-

2

2

5

5

4

4

Meeting fee

-

-

-

3.5

2.5

4

2

3.5

4

Annual remuneration

-

181.3

145.8

-

-

15

15

15

15

Actual salaryDeferpayment distributed

-

155.3

117.8

-

- - - - -

-

64

43.2

-

- - - - -

Total

-

219.3

161.0

6

3.5

23.5

24.0

22.5

13.6

2019

Special committee allowance

-

-

-

2

2

5

5

4

2.3

Meeting fee

-

-

-

4

1.5

3.5

4

3.5

2

Annual remuneration

-

219.3

161.0

-

-

15

15

15

9

Position

employee

representative

Supervisor employee

representative

Supervisor employee

representative

Supervisor Shareholder

representative

Supervisor Shareholder

representative

Supervisor external Supervisor external Supervisor external Supervisor external Supervisor

Name

HAO Jingtao3

JIA JihongZHANG YixianLI WeizhenLI WanbinLI Xiaojian HAN Wanghong SUN Xuemin PAN Xinmin

Note: 3. The final remuneration of Mr. HAO Jingtao (chairman of the Board of Supervisors) is under determination and will be disclosed upon final determination.

9. Review of the "Second Five-Year" Strategic Plan

For the "Second Five-Year" Strategic Plan, please refer to Appendix V to this circular.

  • III. THE AGM

    The Bank will convene the AGM at 2:30 p.m. on May 10, 2021 (Monday) at Sheraton Grand Zhengzhou Hotel, No. 33, Jinshui East Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC, to consider and approve, if thought fit, the resolutions as set out in relevant notice. The notice of the AGM is set out on pages AGM-1 to AGM-3 of this circular, and was despatched to the Shareholders on March 29, 2021.

    Whether or not you intend to attend and/or vote at the AGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude you from attending in person and voting at the AGM or any adjournment thereof should you so wish. The forms of proxy for the AGM were despatched on March 29, 2021 pursuant to the Listing Rules.

  • IV. VOTING BY POLL

    Pursuant to Rule 13.39(4) of the Listing Rules, any vote by the Shareholders at the AGM shall be taken by the way of poll except where the chairman of the AGM in good faith decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

    To the best knowledge of the Directors, no Shareholder or its associate (as defined under the Listing Rules) is deemed to have a material interest in any of the resolutions to be proposed at the AGM, and therefore, no Shareholder is required to abstain from voting on any resolutions at the AGM.

    The voting results of the AGM will be published on both the websites of the Stock Exchange (www.hkexnews.hk) and the Bank (www.zybank.com.cn) in accordance with the Listing Rules.

V. CLOSURE OF THE REGISTER OF MEMBERS AND THE ELIGIBILITY FOR ATTENDING AND VOTING AT THE AGM

The Bank's register of members will be closed from May 5, 2021 (Wednesday) to May 10, 2021 (Monday), both days inclusive, during which period no transfer of Shares will be effected. The Shareholders whose names appear in the Bank's register of members on May 10, 2021 (Monday) shall be entitled to attend and vote at the AGM.

For a Shareholder to be eligible for attending and voting at the AGM, all transfer documents together with the relevant share certificates and other appropriate documents must be lodged with the H Share Registrar of the Bank, namely, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for the H Shareholders) or the office of the Board at Zhongke Golden Tower, No. 23 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC (for the Domestic Shareholders) not later than 4:30 p.m., May 4, 2021 (Tuesday) for registration.

  • VI. RECOMMENDATION

    The Board (including the independent non-executive Directors) considers that all resolutions to be proposed at the AGM are in the interests of the Bank and the Shareholders as a whole. Accordingly, the Board recommends that Shareholders vote in favor of all resolutions to be proposed at the AGM.

  • VII. OTHER INFORMATION

    You are kindly requested to pay attention to other information as set out in Appendices I to V to this circular.

By Order of the Board Zhongyuan Bank Co., Ltd.*

DOU Rongxing

Chairman

Zhengzhou, the PRC

March 29, 2021

*

Zhongyuan Bank Co., Ltd. is not an authorized institution within the meaning of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), is not subject to the supervision of the Hong Kong Monetary

Authority, and is not authorized to carry on banking and/or deposit-taking business in Hong Kong.

Work Report of the Board of Directors of

Zhongyuan Bank Co., Ltd. for 2020

In 2020, in light of the complicated and grim international situation, especially the severe impact of the COVID-19, the Board of Zhongyuan Bank Co., Ltd. (hereinafter referred to as "the Bank") actively implemented the decisions and deployments of the Party Central Committee and the State Council, supported national policies on "stability on the six fronts" and "security in the six areas", and actively promoted the efficient implementation of various strategic initiatives, achieving rapid recovery in its businesses in a shorter time. The Board strictly abided by the domestic and overseas regulatory requirements, effectively fulfilled its duties under the Company Law and the Articles of Association of the Bank, strengthened strategic leadership and implementation, further promoted risk management and internal control, and continued to improve corporate governance and self-construction, thus better completing the tasks for the year. The work of the Board for 2020 is hereby reported as follows.

I. REVIEW OF OPERATION DURING THE REPORTING PERIOD

In 2020, in view of the complex internal and external environment and the impact of the COVID-19, the Bank, in adherence to the requirements of high-quality development, returned to its origins and developed its business by innovation, with a focus on improving its ability to serve the real economy, significantly enhancing its market competitiveness and brand reputation. As at the end of the Reporting Period, the total assets of the Bank reached RMB757.483 billion (at the Group's caliber, the same below), representing an increase of RMB47.598 billion or 6.7% as compared to the beginning of the year; the balance of various deposits (excluding accrued interests) amounted to RMB424.982 billion, representing an increase of RMB39.936 billion or 10.40% as compared to the beginning of the year; the balance of various loans (excluding accrued interests) amounted to RMB357.026 billion, representing an increase of RMB57.821 billion or 19.30% as compared to the beginning of the year; the Bank realized operating income of RMB19.428 billion and recorded a net profit of RMB3.355 billion.

Thanks to its good and stable business performance, the Bank achieved continued improvement in its social influence. It was awarded the Prize of "Ten Best City Commercial Banks of the Year" of Chinese Financial Institution Gold Medal List-Golden Dragon Prize (ʕ਷ږፄዚ࿴ږ೐࿮hږᎲᆤ) for six consecutive years, was listed on the "Best Bank Worldwide" of 2020 by Forbes, ranking the third in the twenty listed banks in China, and was on Fortune's list of China's top 500 enterprises as the only listed financial institution in Henan, ranking the 23rd amongst the commercial banks on the list. During the Reporting Period, the Board of the Bank was awarded the "Outstanding Board of Directors 2020" on the 18th Financial List.

II. REVIEW OF MAJOR WORK OF THE BOARD IN 2020 (I) Enhancing strategic leadership and scientific guidance for business decisions

2020 was the start year of the Bank's second five-year strategic plan. Under the leadership of the Board and with the participation of all staff of the Bank, the Bank worked out the "Second Five-year" Strategic Plan of Zhongyuan Bank Co., Ltd. under the guidance of XI Jinping's Thought on Socialism with Chinese Characteristics for a New Era and the suggestions of the "14th Five-Year" Plan, pointing out the direction for the future development of the Bank. In the next step, the Board will guide and supervise the management to steadily promote the full implementation of the "Second Five-Year" strategic plan in accordance with the strategic objectives and requirements of the Five-Year Plan.

(II) Deepening the building of corporate governance and improving the decision-making ability of the Board

Firstly, continuous efforts were made in system building. The Board of the Bank amended the Articles of Association, the Rules of Procedures of the Shareholders' General Meeting and other corporate governance-related systems by continuously following up and implementing new changes in domestic and overseas regulatory policies, referring to the industry experience and taking into account its actual business development, which further improved the corporate governance system and laid a solid system foundation for improving corporate governance.

Secondly, continued improvement was made in standardized operation. In 2020, affected by the COVID-19, the Bank held both on-site and video meetings in compliance with laws and regulations to ensure that all of its Directors could personally and fully perform their duties. During the year, the Bank convened the 2019 annual general meeting, the first domestic shareholders class meeting of 2020, the first H shareholders class meeting of 2020 and the 2020 first extraordinary general meeting, with 25 matters heard or considered, and convened 9 Board meetings, with 72 matters heard or considered. The above meetings covered such aspects as the Bank's development strategies, system revision, Directors' selection and appointment, periodic reports, profit distribution, risk management, and internal control compliance, fully performing the strategic decision-making function of the Board.

Thirdly, the special committees under the Board gave full play to their role in decision support. In 2020, under the leadership of the Board, the special committees under the Board of the Bank actively performed their respective duties and strengthened communication and collaboration with each other, effectively providing professional support for the Bank's business development. During the year, the Bank convened 22 meetings of the special committees under the Board, including 6 meetings of the Strategic and Development Committee, 5 meetings ofthe Nomination and Remuneration Committee, 5 meetings of the Audit Committee, 3 meetings of the Related Party Transaction Control Committee, 2 meetings of the Consumer Rights Protection Committee and 1 meeting of the Risk Management Committee, with a total of 69 matters heard or considered. Specific to corporate business strategies, capital planning, related transactions, risk management, remuneration assessment and other important matters within the Bank, the members of special committees under the Board carefully reviewed the relevant materials before the meetings, made active discussions during the meetings and followed up relevant progress after the meetings, providing strong support for the Board's decision-making.

(III) Strengthening the self-building of the Board and improving the Directors'

ability to perform duties

In 2020, attaching great importance to the improvement of Directors' ability to perform duties, the Board scientifically worked out a series of plans on research and training of Directors in strict accordance with the regulatory provisions and annual work arrangement. Firstly, focusing on such key issues as asset quality and current operation status of branches after the COVID-19, the Directors visited and researched many branches and made high-quality research reports, which provided scientific guidance for the operation of branches. Secondly, the Directors further strengthened communication with the management and actively participated in seminars on topics including capital replenishment and the construction of intelligent risk control system to gain a deeper understanding of the Bank's risk management, capital status, digital transformation and other related circumstances, and put forward constructive opinions and suggestions by leveraging their expertise. Thirdly, the Directors actively participated in trainings on topics including anti-money laundering and corporate governance of small and medium-sized banks to enhance the understanding of the latest regulatory policies and grasp of the macroeconomic situation, effectively improving their ability to perform duties.

(IV) Improving investorsequitymanagementandmaintaininggoodrelationshipwith

In 2020, under the leadership of the Board, adhering to the philosophy of proactively providing quality services to Shareholders, the Bank continued to strengthen communication and coordination with Shareholders and optimize its equity management in compliance with laws and regulations while keeping risks under control. Firstly, the Bank achieved the whole-process online processing of equity business, etc. by building a shareholder service platform; secondly, the Bank steadily promoted the distribution of dividends on H Shares, Domestic Shares and preference shares to ensure the timely payment of dividends to Shareholders; thirdly, the Bank paid close attention to and maintained relationship with investors by takingit as a long-term and fundamental task, kept close communication and contact with Shareholders, and urged the substantial Shareholders to perform their duties and contracts in accordance with the law, so as to effectively improve the level of shareholder governance.

  • (V) Further strengthening the management of related transactions to effectively prevent the risks of related transactions

    In 2020, the Board earnestly managed related transactions and further strengthened the management of related transactions by taking into account the policy guidance and the Bank's management requirements. Firstly, the Board refined the procedures for management of related transactions, further clarified the standards and procedures for the filing and consideration of related transactions, effectively implemented the regulatory requirements for related transactions, strengthened the concept of compliance, and solidified the management foundation; secondly, the Board reviewed related transactions in strict accordance with the procedures for approval of related transactions to ensure fair terms on related transactions; thirdly, the Board implemented the abstention system for related transactions, under which related Directors abstain from voting and independent Directors actively express independent opinions in reviewing related transactions.

    In 2020, the Board considered a total of 3 major related transactions, and the net credit granted to all related parties amounted to RMB14.171 billion, accounting for 21.81% of the Bank's net capital. The indicators of related transactions did not exceed the limits set by the regulatory authorities.

  • (VI) Fulfilling the obligation of information disclosure in a prudent manner to safeguard the legal rights and interests of Shareholders

    In 2020, the Board strengthened information disclosure management, optimized the information disclosure procedures and disclosed information in compliance with laws and regulations. Firstly, the Board prepared and disclosed periodic reports including annual reports, interim reports, social responsibility reports and ESG reports to fully demonstrate the Bank's performance and operations to investors. Secondly, the Board promptly disclosed important matters such as change of Directors, amendments to the articles of association and changes in the shareholdings of substantial Shareholders in strict accordance with the requirements of the Listing Rules of the Hong Kong Stock Exchange and Information Disclosure Management Measures of the Bank and other domestic and overseas regulatory provisions, so as to enhance the transparency of the Bank's information. During the Reporting Period, adhering to the principle of truthful, accurate, timely and complete information disclosure, the Bank successfully completed all information disclosure work, further safeguarding the legal rights and interests of Shareholders, including the right to know.

(VII) Strengthening comprehensive risk management and adhering to the bottom line of risk

In 2020, the Board adhered to a prudent risk appetite, continuously strengthened its risk management responsibilities, proactively adapted to and accurately grasped the new development pattern, and further strengthened comprehensive risk management. During the Reporting Period, the Board of the Bank closely monitored the effectiveness of the Bank's risk management system by reviewing the risk systems and strategies and various risk management reports, listening to special reports from risk management-related departments and conducting special inspections. Meanwhile, the Board of the Bank continued to strengthen internal control and compliance management, so as to enhance the foundation and constantly improve the level of compliance operation of the Bank; considered and approved the annual internal audit report, annual internal control evaluation report and anti-money laundering report and urged the management to strengthen internal control, in order to enhance the compliant case prevention capability.

(VIII) Planning ahead for capital replenishment and formulating and promoting the implementation of capital plans

In 2020, the Board considered and approved the Capital Adequacy Ratio Report for 2019 and Capital Adequacy Ratio Plan for 2020 and Capital Management Plan for 2020-2024, continued to promote asset structure adjustment, vigorously developed capital-light business, refined the management of various assets, improved the economic capital assessment system, and strengthened capital monitoring and early warning management. In the meantime, the Board, on the basis of keeping a close eye on regulatory policies and market conditions, accelerated the study on various government policies for supporting capital replenishment of commercial banks and planned ahead for multi-channel capital replenishment to ensure the stability of capital adequacy ratio.

(IX) Serving the real economy and practicing social responsibility

In 2020, the Board actively implemented the national strategic deployment, assumed the mission of serving the local economic development of Henan Province, closely followed the strategic layout of the province, focused on main responsibilities and main businesses, promoted "stability on the six fronts", "security in the six areas" and poverty alleviation, vigorously developed inclusive finance, and actively fulfilled its social responsibility, receiving high praise from all sectors of society. First, centering on the overall situation of pandemic prevention and control, we helped enterprises in distress and continued to reduce fees and give benefits, helping enterprises resume work and production. Second, we mainly took industry poverty alleviation as the main direction for poverty alleviation, supported the developmentof special industries in poverty-stricken areas, strived to improve the release volume and speed of agriculture-related loans and loans for targeted financial poverty alleviation, and continuously intensified efforts for poverty alleviation.

III. WORK ARRANGEMENTS FOR THE BOARD IN 2021

At present, the world economy is in recession and uncertainty is increasing due to the impact of the pandemic; a new development pattern is being formed whereby "domestic and foreign markets can boost each other, with the domestic market as the mainstay", and the banking industry is also facing profound and complex changes for the development environment. In 2021, the Board of the Bank will continue to earnestly implement the national strategic decisions and deployment, strictly follow the regulatory requirements, maintain strategic determination, solidly promote the "Internetization and Ruralization of Banking Services" and "Digital Transformation", increase the efforts to serve the real economy and local economy, further improve corporate governance, and strive to enhance the effectiveness of corporate governance.

(I) Grasping strategic opportunities to serve local economic development

2021 is the first year of the national "14th Five-Year Plan" and the "14th Five-Year Plan" of Henan Province. As a major participant in many national strategies such as "Rise of Central China", "Ecological Protection and High-Quality Development of the Yellow River Basin" and "Rural Revitalization", Henan Province has a relatively complete industry system and a broad consumer market with great development potentials. As a provincial legal-person bank, Zhongyuan Bank will adhere to the main objective of serving the local economic development of Henan and grasp the strategic development opportunities in the province, to support the rise of Henan. The Board will support the management in participating in the construction of major projects in the province, urge the management to continuously intensify support for local private and small and micro enterprises, continuously improve the financial service capacity and service quality and efficiency, and practice the responsibility as a regional bank.

(II) Promoting "Internetization and Ruralization of Banking Services" and "Digital Transformation" and strengthening strategic management

In 2021, the Board will fully assess the changes in the internal and external environment, make scientific decisions, continue to firmly promote "Internetization and Ruralization of Banking Services" and "Digital Transformation", and actually implement strategic management. First, the Board will urge the management to complete the objectives and tasks for 2021 in accordance with the requirements of the Bank's second five-year strategic plan. Second, in response to the national strategy of "Rural Revitalization", the Board will solidly propel "Internetization and Ruralization of Banking Services", continue to improve the rural financial servicesystem, and further expand rural business layout. Third, the Board will step up efforts for the application of digital transformation results, strengthen the creation of digital products, and improve its online service capability in an all-round way.

  • (III) Improving corporate governance construction and enhancing the quality and effectiveness of corporate governance

    In 2021, the Board will continue to implement domestic and overseas regulatory policies, check for gaps with reference to the CBIRC's requirements for corporate governance assessment, ensure that the Board performs its duties efficiently in accordance with the laws and regulations, and continuously improve the quality and effectiveness of corporate governance. First, the Board will give play to the political core and leadership core role of the Party Committee and integrate the Party's leadership into all aspects of corporate governance. Second, the Board will complete its annual renewal, optimize the composition of each special committee and give full play to the professional advantages of the Directors. Third, the Board will continue to enrich the path of Directors' performance and enhance the effectiveness of Directors' performance.

  • (IV) Strengthening investor relations management and improving information disclosure level

    In 2021, the Board will continue to strengthen investor relations management, improve the quality of information disclosure, and ensure that disclosure is made according to laws and regulations and the legitimate rights and interests of investors are protected. First, the Board will do a good job in investor communication, innovate ideas on equity management, improve the capability and level of Shareholders' services and effectively put into practice the maintenance of investor relations. Second, the Board will carefully study the domestic and overseas information disclosure requirements to ensure that the disclosures comply with the relevant regulatory requirements and to protect the right to know of the investors.

  • (V) Optimizing the risk management system and strengthening the risk control capability

    In 2021, the Board will continue to strengthen risk management, adhere to a sound risk appetite, promote the application of digitalization in risk management and improve the overall risk management level of the Bank. First, the Board will optimize the risk management mechanism, enhance control over the whole process of risk management, and improve the perspectiveness and initiative of risk prevention and control. Second, the Board will improve the internal control system and strengthen the implementation of internal control measures to ensure the effectiveness of risk management.

(VI) Continuously deepening capital management and improving the overall capital strength of the Bank

In 2021, the Board will further improve the capital conservation and capital management work, adhere to the orientation of capital-light operation, strengthen the constraint of economic capital management on the risk-weighted assets of the whole bank, embed the economic capital management into the performance assessment, and guide institutions at all levels to establish the awareness of capital constraint. The Board will plan ahead for multi-channel capital replenishment in accordance with changes in the macro environment, regulatory requirements, market situation and business development to ensure the stability of capital adequacy ratio.

Work Report of the Board of Supervisors of

Zhongyuan Bank Co., Ltd. for 2020

In 2020, in accordance with the requirements of relevant laws and regulations including the Company Law, the Guidelines on Corporate Governance of Commercial Bank (ਠุვБʮ ̡طଣܸˏ') and the Guidelines on the Duties of the Board of Supervisors of Commercial Banks (ਠุვБ္ԫึʈЪܸˏ') and the Articles of Association of the Bank, the Board of Supervisors of Zhongyuan Bank Co., Ltd. (hereinafter referred to as "Zhongyuan Bank "or the "Bank") closely focused on the Bank's development strategy and business deployment, and continued to build an all-round and three-dimensional supervision system, playing an active role in improving corporate governance, promoting the Bank's steady operation, preventing and resolving financial risks, and safeguarding Shareholders' interests. The major work of the Board of Supervisors for 2020 is hereby reported as follows:

I. MAJOR WORK OF THE BOARD OF SUPERVISORS IN 2020

(I) Continued to improve the quality and efficiency of deliberation by overall planning

In 2020, a total of 6 meetings of the Board of Supervisors and 8 meetings of the special committee under the Board of Supervisors were held, at which 50 proposals were heard and considered; the members of the Board of Supervisors attended 4 sessions of Shareholders' general meetings and attended 7 meetings of the Board of Directors as non-voting delegates. The chairman of the Board of Supervisors and employee representative Supervisors also directly participated in various business meetings of the Bank. Through the above meetings, the Board of Supervisors supervised the review and decision-making process of major issues and key matters in relation to the operation and management of the Bank, such as regular reports and profit distribution plans, and issued independent and objective opinions on key issues of concern on the basis of in-depth research and discussion, and exercised its voting rights properly in accordance with the law.

(II) Focused on key areas and conducted in-depth supervision and investigation

The Board of Supervisors focused on new issues under the new normal and supervisory concerns, and closely followed the Bank's operational and management priorities and weak links in risk control and management. The Board of Supervisors used investigation as an important means to perform its supervisory functions, focusing on discovering problems and promoting rectification through investigations and improvement through rectification. In 2020, the Board of Supervisors carried out special research seminars at the head office, such as "Impact of the COVID-19 Epidemic on the Bank", "Strengthening Post-loan Management and Continuously Improving Asset Quality Control Level", "Property Confirmation", "Capital Management and Capital Supplement" and other topics,and went to Kaifeng branch, Luohe branch, Xuchang branch, Zhengzhou branch, Lushi Zhongyuan County Bank and the Bank's designated poverty alleviation village, Leijia Village, etc., carried out onsite investigation that focused on grass-roots party building, strategic coordination, key product application and business promotion, non-performing assets management and control, inclusive finance, fulfillment of social responsibilities and other matters, and paid attention to strengthening the communication and linkage of internal audit, compliance, risk and other departments in the process of investigation to ensure that the investigation was pragmatic and efficient, earnestly understood the actual situation at the grassroots level, effectively conducted supervision requirements and head office's decision-making deployment, and supervised branches to strictly abide by risks bottom line and operate in a sound and compliant manner.

(III) Focused on the core and strengthened supervision in key areas

The Board of Supervisors took the fulfillment of statutory supervision responsibilities as the main line, actively gave full play to the joint efforts of internal and external supervision, and further strengthened the supervision of key areas such as strategy, finance, risk and internal control, so as to escort the operation and development of the Bank.

Firstly, the Board of Supervisors has done a good job of strategic supervision and promoted the formulation and implementation of plans. The Board of Supervisors focused on the formulation and implementation of the "Second Five-Year" strategic plan of the Bank. In 2020, the "Second Five-Year" strategic plan of the Bank opened a new chapter for high-quality development in the next five years. The Board of Supervisors participated in the formulation and review process of the Second Five-Year strategic plan of the Bank through studying and judging domestic and foreign macroeconomic situations and financial development trends to conduct in-depth discussion and analysis on the forward-looking nature, leading nature and operability of the strategy, and actively put forward relevant opinions and suggestions; during the branch investigation, the Supervisors also focused on branches' implementation of the strategy of the head office.

Secondly, the Board of Supervisors has deepened financial supervision to ensure the implementation of financial work in a standardized manner. The Board of Supervisors paid attention to the Bank's major financial issues, carefully reviewed the 2019 annual report and the 2020 interim report to ensure that the preparation process, review procedures and content of the reports are legal and compliant, and can truly, accurately and objectively reflect the financial status and operating results of the Bank; strengthened the communication with external auditors and supervised the external auditors to perform duties effectively, focused on and conducted research and discussion on the problems found in the audit process, to enhance the effectiveness of financial supervision.

Thirdly, the Board of Supervisors has strengthened risk supervision and comprehensive risk management. The Board of Supervisors held a meeting of the Board of Supervisors to review proposals such as the 2019 comprehensive risk analysis report, the 2020 risk appetite statement, and the 2019 information technology risk analysis report, and continued to strengthen the supervision of the Board of Directors and senior management in their performance of their duties for comprehensive risk management and control, such as liquidity risks, credit risks, market risks, operation risks and consolidated risks, while focusing on risk stress testing during the epidemic, emphasizing the need to improve risk early-warning management capabilities; the Board of Supervisors focused on asset quality of branches and the disposal and resolution of non-performing assets in basic-level investigation, and urged branches to correctly understand the relationship between development and risk management, and strictly observe the bottom line of risk.

Fourthly, the Board of Supervisors has implemented internal control and supervision to promote the optimization of business compliance. The Board of Supervisors strengthened the supervision of the internal control system, continued to pay attention to the performance of the "three lines of defense", the establishment and improvement of the internal control system, and the construction and operation of the case prevention system; guided internal control evaluation work and reviewed the annual internal control evaluation report; paid attention to anti-money laundering, the investigation of case prevention and employee behaviors and other matters, focused on prompting risks in important areas and key links in investigation, and urged the optimization of business compliance.

Fifthly, the Board of Supervisors has optimized the supervision of performance of duties, and urged performance of duties in a loyal and diligent manner. In accordance with the relevant requirements of regulations and in order to regulate and supervise the performance of duties by the Board of Directors and senior management and self-discipline of the Board of Supervisors, the Board of Supervisors organized and carried out the performance evaluation of Directors, Supervisors, and senior management in the previous year, focusing on the performance information of Directors and Supervisors, such as the participation, investigation, speech, and communication, as well as the annual performance of senior management and the fulfillment of loyalty and diligence obligations. During the evaluation process, the Board of Supervisors paid attention to communication and coordination with all parties, strengthened performance monitoring, enriched and improved performance files, refined performance evaluation standards, optimized self-evaluation and mutual evaluation mechanisms, provided a true and comprehensive basis for performance evaluation, completed the performance evaluation work in a timely and reliable manner, and reported the 2019 performance evaluation results to the Shareholders' general meetings and regulatory authorities in a timely manner, and further urged Directors and senior management to perform their duties in compliance with laws and regulations.

(IV) Strengthened the foundation to improve the operation efficiency of the Board of

Supervisors

The Board of Supervisors has fully implemented the requirements for strict governance of the Bank, steadily promoted its own construction, and constantly tightened up its work responsibilities. Firstly, the Board of Supervisors has revised and improved the system of the Board of Supervisors and optimized its working procedures. In light of the new regulations of domestic and foreign supervision and the actual work of the Bank, the Board of Supervisors reviewed and revised five basic systems of the Board of Supervisors, including the Rules of Procedures of the Board of Supervisors of Zhongyuan Bank Co., Ltd. (ʕࡡვБٰ΅Ϟࠢʮ္̡ԫ ึᙄԫ஝ۆ'), the Measures of Nomination and Election of Supervisors of Zhongyuan Bank Co., Ltd.(ʕࡡვБٰ΅Ϟࠢʮ္̡ԫ౤Τၾ፯ᑘ፬ج'), and the Working Rules for External Supervisors of Zhongyuan Bank Co., Ltd.(ʕࡡვ Бٰ΅Ϟࠢʮ̡̮௅္ԫʈЪ஝ۆ) to meet the requirements of regulatory authorities for the work of the Board of Supervisors under the new situation, further consolidate the basis for performance of duties, and better ensure the compliance and effectiveness of the work carried out by the Board of Supervisors. Secondly, the Board of Supervisors has strengthened trainings to improve the performance of Supervisors. The Board of Supervisors organized Supervisors to participate in the Commercial Bank Corporate Governance Training of the People's Bank of China Zhengzhou Training Institute, the small and medium-sized bank corporate governance seminars organized by external institutions, and the 2020 anti-money laundering training, etc.. The training content covers corporate governance, financial institution ratings of the central bank, etc., which further enhanced Supervisors' ability to perform their duties and achieved good training effect. Thirdly, the Board of Supervisors has strengthened communication between all parties to promote the supervision work. The Board of Supervisors maintained smooth report and communication with regulatory authorities, promptly submitted materials in relation to proposals and resolutions of meetings, and Supervisors' performance of duties to the CBIRC, actively conveyed the regulatory opinions of the CBIRC, and urged relevant departments to actively rectify relevant issues to strive for supervision guidance and support; strengthened communication with the Directors and management of the Bank, fully understood the operation of the Bank and the performance of Directors and senior management, and effectively performed supervisory duties; carried out in-depth and effective communication in relation to the work on the performance of the Board of Supervisors with Yunnan Hongta Bank to learn the best experience and practices from interbank at the same time.

II. INDEPENDENT OPINIONS OF THE BOARD OF SUPERVISORS ON RELEVANT ISSUES

(I) Operation compliance

During the Reporting Period, the Bank has sound operations and standardized management, with its operating activities in compliance with the relevant provisions of laws, regulations, and the Articles of Association, its business decision-making procedures being legitimate and its operating results being objective and true. Directors and senior management are conscientious and diligent. Violations and acts that harmed the interests of the Bank and Shareholders were not found in the duties performance of the Directors and senior management.

(II) The financial report

The 2020 financial report of the Bank was audited by KPMG Huazhen LLP and KPMG engaged by the Board of Directors, which has issued a standard unqualified audit report; the Board of Supervisors are in the opinion that the preparation of the financial report and the audit procedure were in compliance with laws, regulations and regulatory requirements, and its content truly, accurately and completely reflected the financial conditions and operating results of the Bank.

  • (III) Related party transactions

    During the Reporting Period, the Board of Supervisors supervised the management on the related party transactions of the Bank and considered that the management thereof was relatively standardized, in compliance with the relevant provisions of national laws and regulations and the Articles of Association. No insider trading and acts detrimental to Shareholders' interests and benefits of the Bank have been identified.

  • (IV) Internal control

    During the Reporting Period, the Bank attached great importance to the building of the internal control system, and no major deficiencies was found in the internal control system or its implementation.

  • (V) Implementation of information disclosure

    During the Reporting Period, the Bank performed its information disclosure obligations strictly in accordance with the requirements of regulatory policies, conscientiously implemented various information disclosure management systems, timely and fairly disclosed information, and found no misrepresentation, misleading statements or material omissions in the disclosed information.

(VI) Implementation of resolutions of Shareholders' meetings

During the Reporting Period, the Board of Supervisors organized its members to attend the meeting. They had no objections to the reports and proposals submitted by the Board of Directors of the Bank to the general meeting, carried out supervision on the implementation of the general meeting's resolutions and considered that the relevant resolutions of the general meeting can be duly implemented by the Board of Directors.

III. THE GENERAL IDEA OF THE WORK OF THE BOARD OF SUPERVISORS IN 2021

2021 is the first year of the "14th Five-Year Plan". Standing at the new starting point of the new journey, the Board of Supervisors will continue to take XI Jinping Thought on Socialism with Chinese Characteristics for a New Era as the guidance, take the spirit of the Fifth Plenary Session of the 19th Central Committee as the guidance, implement the decision-making deployment of the Party Central Committee and the State Council on economic and financial work. By focusing on the Bank's "Second Five-Year" strategic planning objectives and annual work priorities, the Board of Supervisors will further strengthen the responsibility, conscientiously perform legal duties, improve the position of supervision station, innovate supervision methods, expand supervision depth, continuously improve the quality and efficiency of supervision, earnestly safeguard the legitimate rights and interests of Shareholders and other stakeholders, and promote the Bank's high-quality development with high-quality supervision.

(I) To standardize the participation in "three meetings and one layer" meetings

By strictly following the Articles of Association of the Bank, the Rules of Procedures of the Board of Supervisors and other relevant requirements, we organized and convened the meetings of the Board of Supervisors and all the regular and temporary meetings of the special committees in a timely manner, ensuring the smooth convening of meetings and scientific decision-making, and continually improved the operational efficiency of corporate governance. We organized the Supervisors to attend general meetings, Board meetings and relevant meetings of senior management, supervised the decision-making and implementation of significant matters in the corporate governance and operation management before, during and after the matters, and continually improved the quality and efficiency of supervision.

(II) To deeply conduct special inspections and investigations

By focusing on the strategies and work objectives of the Bank, we conducted all special inspections and investigations. Firstly, we enriched the ways of investigations, strengthen the force of investigations, constantly promoted the width and depth of investigations, and conducted the investigations with more actualtargets and better results. Secondly, we highlighted the focus of investigations, enriched the contents of investigations, and selected targeted branches to carry out the on-site investigations based on the focus of the Bank's strategic development and focused on the weak links in key areas and development. Thirdly, we fully explored the value of investigations, promoted the transformation application of investigation achievements, feedbacked to the Board and senior management on the relevant opinions and recommendations put forward by the Supervisors in a timely manner, and assisted the Board to improve the level of decision-making as well as management to further improve the work.

  • (III) To enhance internal and external communications

    Firstly, by continuing to enhance the contact with and reporting to regulatory departments, we understood regulatory thinking comprehensively and followed regulatory focus closely, so as to obtain work instruction and support; secondly, by strengthening the communications and information sharing with members of the Board of Directors and the Board of Supervisors, we made plans and decisions together and continued to improve perform-duty effects; thirdly, we strengthened communication with the departments such as stationed discipline inspection team, risk management department, compliance department and audit department at the Bank, gave full play to the supervisory role of different subject of supervision, and strived to form joint supervision in key areas; fourthly, we strengthened the communications with inter-banks and learned from each other, so as to continuously improve the performance capacity and competence of the Boards of Supervisors.

  • (IV) To consistently improve self-construction of the Board of Supervisors

    Firstly, we are getting better with the re-election of the Boards of Supervisors. In 2021, the second session of Board of Supervisors of the Bank has expired. We will get better with the selection and nomination of the next term of Supervisors in strict accordance with the relevant laws and regulations and the Articles of Association and other relevant provisions in the next step carefully; secondly, we will further improve the quality on information collection of the Board of Supervisors, and continue to expand the channels and strive to improve the information quality based on the original information collection mechanism of the Board of Supervisors, so as to lay a foundation for the effective conduction of the supervision work; thirdly, doing a good job in trainings on Supervisors. We will further improve the study and judge and understanding of the Supervisors on latest economic and financial situation and regulatory regulations, and continuously improve the performance capacity of Supervisors.

Final Account Report for 2020 of

Zhongyuan Bank Co., Ltd.

In 2020, facing the difficulties and challenges brought by economic downward pressure and COVID-19, under the correct leadership of the Party Committee and the Board of Directors, all employees of the Bank worked together to overcome difficulties, comprehensively implemented "stability on the six fronts" and "security in the six areas", took root in Central China to serve for the stable development of real economy, actively practiced the core values of "stability, innovation, motivation and efficiency", insisted on the "customer-centric" philosophy and made steady progress in digital transformation, maintaining a steady development momentum.

I. COMPLETION OF MAIN BUSINESS OBJECTIVES

The Group actively implemented national decisions and regulatory policies, focused on main responsibilities and businesses to support the development of real economy; adhered to the development ideology of "technology cultivation, technology prosperity (߅Ҧͭ Бe߅ҦጳБ)"; leveraged on its strengths in mechanism and technology to promote digital transformation in a comprehensive way; continuously implemented the philosophy of high-quality development and insisted on seeking progress amid stability, achieving satisfactory operation results.

  • 1. Group's net profit attributable to the parent: in 2020, the Group achieved a net profit attributable to the parent of RMB3.301 billion and completed its annual budget target;

  • 2. ROE: in 2020, the Group achieved a ROE of 5.70% and completed its annual budget target;

  • 3. Cost-to-income ratio: the cost-to-income ratio of the Group in 2020 was 35.61%, controlled within the annual budget;

  • 4. Total assets: the total assets of the Group in 2020 was RMB757.483 billion, representing an increase of RMB47.598 billion or 6.71% from the beginning of the year and achieving 99.51% of the annual budget target;

  • 5. Total deposits: the total deposits (excluding accrued interest) of the Group in 2020 was RMB424.982 billion, representing an increase of RMB39.936 billion or 10.37% from the beginning of the year and achieving 99.71% of the annual budget target;

  • 6. Non-performing loan ratio: the non-performing loan ratio of the Group in 2020 was 2.21%, controlled within the annual budget.

Table 1 Completion of main business objectives

Unit: RMB100 million/%

Target

Actual

I. Benefit indicators

II. Scale indicators

III.

Items

in 2020

in 2020

Completion rate

29.96

33.01

110.18%

4.97%

5.70%

114.69%

Completed

37.92%

35.61%

budget target

7,612.00

7,574.83

99.51%

4,262.00

4,249.82

99.71%

Asset quality indicators

Completed

Non-performing loan ratio

Within 2.50%

2.21%

budget target

  • 1. Net profit attributable to the parent of the Group

  • 2. ROE

3. Cost-to-income ratio

  • 1. Total assets

  • 2. Total deposits

II. MAIN OPERATING CONDITIONS OF THE GROUP IN 2020 (I) Stable business operation with steady increase in operation efficiency

In 2020, the Group implemented the concept of high-quality development and adhered to refined operation, effectively increasing its profitability. The annual operating income was RMB19.428 billion, representing an increase of RMB406 million or 2.13% over the same period of last year; the net profit was RMB3.355 billion, representing an increase of RMB149 million or 4.65% over the same period of last year. The Group continued to strengthen management on pricing and duration to control the cost of liabilities. The net interest margin and net interest spread were 2.48% and 2.36%, respectively, maintaining a leading level in the industry.

The Group proactively adopted the cost-light operation model, and continuously promoted the transformation of business development model and marketing driven model, deeply conducted "income and savings". The cost-to-income ratio decreased to 35.61% from 38.45% of last year, representing a year-on-year decrease of 2.84 percentage points.

  • (II) Stable growth of business scale, continuous optimization of asset-liability structure

    In 2020, the Group continued to get better with the two frontal battles in term of "fighting against epidemic" and "stabilizing operation", sticked to make progress steadily, actively served the local economic development and achieved the stable growth of business scale. As of the end of 2020, the total assets amounted to RMB757.483 billion, representing an increase of RMB47.598 billion or 6.71% as compared with the beginning of the year; the total loans (excluding accrued interests) amounted to RMB357.026 billion, representing an increase of RMB57.821 billion or 19.32% as compared with the beginning of the year; the total deposits (excluding accrued interests) amounted to RMB424.982 billion, representing an increase of RMB39.936 billion or 10.37% as compared with the beginning of the year.

    The Group focused on "optimizing structure, making up for shortcomings, and strengthening capabilities", kept a close watch on regulatory guidance, strengthened market research and judgment, and continued to optimize its asset-liability structure. As of the end of 2020, the total loans with high yield (excluding accrued interest) accounted for 47.13% of the total assets, representing an increase of 4.98 percentage points as compared with the beginning of the year. Among them, personal loans accounted for 22.51% of the total assets, representing an increase of 4.00 percentage points as compared with the beginning of the year. The low-cost general deposits (excluding accrued interest) accounted for 60.87% of the total liabilities, representing an increase of 1.82 percentage points as compared with the beginning of the year. The high-cost interbank liabilities (including interbank deposits issued) accounted for 24.95% of the total liabilities, representing a decrease of 4.90 percentage points as compared with the beginning of the year. The RWA coefficients of risk-weighted assets was 72.59%, representing a decrease of 3.26 percentage points as compared with the beginning of the year.

  • (III) Remaining stable of assets quality, remarkable effects of capital saving

    The Group adhered to stable operation, promoted the "reducing old and controlling new" solidly, stepped up the efforts on disposal of non-performing loans, adopted a more prudent risk classification standard, and included all loans overdue for more than 60 days in non-performing loans and further consolidated the asset quality. As of the end of 2020, the non-performing loan ratio of the Group was 2.21%, representing a decrease of 0.02 percentage point as compared with the beginning of the year, and the non-performing loan rate of newly issued loans continued to maintain less than 1%.

    The Group advocated "capital-light, cost-light" business philosophy, strengthened refined management of capital and effectively improved the use efficiency of capital. As of the end of 2020, the Group's capital adequacy ratio, tier one capital

adequacy ratio, and core tier one capital adequacy ratio were 13.20%, 10.35%, and 8.59%, representing increases of 0.18 percentage point, 0.04 percentage point, and 0.08 percentage point as compared with the beginning of the year, respectively.

(IV) Digital transformation was promoted in depth, business innovation was poised for the sailing

The Group adhered to the development idea of "technology cultivation, technology prosperity", continued to promote the digital transformation and spared no effort to make a technology bank and digital bank. In 2020, the Group continued to promote the construction of agile capability and enhanced characteristic competitiveness. As of the end of 2020, the number of retail customers reached 17.1053 million, increased by 2.1591 million or 14.45% as compared with the beginning of the year. Total personal loans (excluding accrued interest) amounted to RMB170,501 million, representing an increase of RMB39,076 million, or 29.73% as compared with the beginning of the year. The total personal deposit (excluding accrued interest) amounted to RMB200,492 million, representing an increase of RMB26,485 million, or 15.22% as compared with the beginning of the year. The increase in deposits and loans of the retail banking business exceeded the company's business, the transformation results has become outstanding increasingly. The Bank realized online processing all process, and continued to launch smart renewal products for perpetual loan iteratively. At the same time, the Bank actively promoted the innovation exploration of business models, realized the export of technological innovation products and services, newly increased 7 cooperative institutions under joint innovation projects with the number of cooperative institutions reached 21 accumulatively, and the technology bank characteristic of the Bank slowly emerged.

Table 2 Main operating benefits of the Group

Unit: RMB100 million/%

Compared withItems

2020

2019 previous year

I. Benefit indicators

  • 1. Operating income

  • 2. Profit before allowance

  • 3. Net profit Including: Net profit attributable to the parent company

194.28 122.98 33.55

190.22 2.13%

115.09 6.86%

32.06 4.65%

33.01

31.64 4.33%

APPENDIX III

FINAL ACCOUNT REPORT FOR 2020

ItemsCompared with 2020 2019 previous year

5.70%

5.52%

0.18%

0.46%

0.48%

-0.02%

0.14

0.13

7.69%

35.61%

38.45%

-2.84%

II.

7,574.83

7,098.85

6.71%

6,981.27

6,520.54

7.07%

3,570.26

2,992.05

19.32%

4,249.82

3,850.46

10.37%

78.83

66.79

18.03%

2.21%

2.23%

-0.02%

153.31%

151.77%

1.54%

3.39%

3.39%

-

13.20%

13.02%

0.18%

10.35%

10.31%

0.04%

8.59%

8.51%

0.08%

- III-5 -

4. 5.

ROE ROA

  • 6. Basic earnings per share (RMB)

  • 7. Cost-to-income ratio

Scale indicators

  • 1. Total assets

  • 2. Total liabilities

  • 3. Total loans (excluding accrued interest)

  • 4. Total deposits (excluding accrued interest)

III. Asset quality indicators

  • 1. Balance of non-performing loan

  • 2. Non-performing loan ratio

  • 3. Allowance coverage ratio

  • 4. Allowance to gross loan ratio

IV.

Capital adequacy ratio indicators

  • 1. Capital adequacy ratio

  • 2. Tier-one capital adequacy ratio

  • 3. Core tier-one capital adequacy ratio

III. MAIN OPERATING CONDITIONS OF PARENT COMPANY IN 2020 (I) Benefit indicators

  • 1. Operating income: In 2020, the parent company realized operating income of RMB17,627 million, representing a year-on-year increase of RMB357 million or 2.07%.

  • 2. Profit before provision: In 2020, the profit before provision of the parent company was RMB10,972 million, representing a year-on-year increase of RMB537 million or 5.15%.

  • 3. Net profit: In 2020, the parent company realized a net profit of RMB2,972 million. The Bank actively responded to national policies and took multiple measures to serve the real economy. Taken into account the lag of the impact of the pandemic, the Bank further increased the provision and enhanced risk compensation capabilities. Net profit was decreased year-on-year by RMB217 million or 6.80%.

  • 4. Earnings per share: In 2020, the parent company realized basic earnings per share of RMB0.12, representing a year-on-year decrease of RMB0.01.

  • 5. Net assets per share: In 2020, the parent company realized net assets per share of RMB2.41, representing a year-on-year increase of RMB0.06.

  • 6. ROE: In 2020, the parent company achieved a ROE of 5.01%, representing a year-on-year decrease of 0.55 percentage point. This was mainly due to the Bank's initiative to reduce fees and make profits in 2020 to support the development of the real economy, increase provision and reduce net profit.

  • 7. ROA: In 2020, the parent company achieved a ROA of 0.43%, representing a year-on-year decrease of 0.07 percentage point.

  • 8. Cost-to-income ratio: In 2020, the parent company continued to promote income and savings and strengthen cost control. The cost-to-income ratio was 36.67%, representing a year-on-year decrease of 2.40 percentage points.

(II) Scale indicators

  • 1. Total assets: As of the end of 2020, the total assets of the parent company were RMB721.295 billion, representing an increase of RMB47.252 billion or 7.01% as compared to the beginning of the year.

  • 2. Total loans: As of the end of 2020, the total loans of the parent company (excluding accrued interest) were RMB347.869 billion, representing an increase of RMB56.658 billion or 19.46% as compared to the beginning of the year.

3. Total deposits: As of the end of 2020, the total deposits of parent company

(excluding accrued interest) were RMB413.316 billion, representing an increase of RMB38.592 billion or 10.30% as compared to the beginning of the year.

  • (III) Asset quality indicators

    • 1. Non-performing loan ratio: As of the end of 2020, the non-performing loan ratio of the parent company was 2.21%, the same as the previous year.

    • 2. Provision coverage ratio: As of the end of 2020, the provision coverage ratio of the parent company was 150.08%, meeting the 150% of the regulatory requirement.

    • 3. Allowance to gross loan ratio: As of the end of 2020, the allowance to gross loan ratio of the parent company was 3.32%, which was higher than 2.50% of the regulatory requirement.

  • (IV) Capital adequacy ratio indicators

    • 1. Capital adequacy ratio: As of the end of 2020, the capital adequacy ratio of the parent company was 12.82%, representing an increase of 0.02 percentage point as compared to the beginning of the year.

    • 2. Tier 1 capital adequacy ratio: As of the end of 2020, the tier 1 capital adequacy ratio of the parent company was 10.07%, representing a decrease of 0.03 percentage point as compared to the beginning of the year. This was mainly due to the increase in the total risk-weighted assets from the Bank's business development.

    • 3. Core tier 1 capital adequacy ratio: As of the end of 2020, the core tier 1 capital adequacy ratio of the parent company was 8.15%, representing an increase of 0.01 percentage point as compared to the beginning of the year.

  • (V) Capital expenditure

    In 2020, the parent company's capital expenditure totaled RMB723 million, representing a year-on-year decrease of RMB341 million. Among them, science and technology expenditure was RMB355 million, mainly for the construction of science and technology systems. As the Bank continued to increase investment in science and technology, expenditure was increased year-on-year by RMB74 million; institutional construction expenditure was RMB269 million, mainly for construction projects such as the Zhongyuan Bank Building (ʕࡡვБɽข) and Agile Center (ઽ ઠʕː). Due to the impact of the pandemic, the progress of project construction has slowed down, and expenditures have decreased by RMB39 million year-on-year.

APPENDIX III

FINAL ACCOUNT REPORT FOR 2020

Table 3 Main operating benefits of the parent company

Unit: RMB100 million/%

Items

  • II. Scale indicators

    2020

    176.27

    172.70

    2.07%

    109.72

    104.35

    5.15%

    29.72

    31.89

    -6.80%

    5.01%

    5.56%

    -0.55%

    0.43%

    0.50%

    -0.07%

    36.67%

    39.07%

    -2.40%

    7,212.95

    6,740.43

    7.01%

    6,632.22

    6,171.76

    7.46%

    3,478.69

    2,912.11

    19.46%

    4,133.16

    3,747.24

    10.30%

    III. Asset quality indicators

    1. Balance of

    non-performing loan

    76.95

    64.34

    19.60%

    2 Non-performing loan

    ratio

    2.21%

    2.21%

    -

    3. Allowance coverage

    ratio

    150.08%

    150.14%

    -0.06%

    4. Allowance to gross

    loan ratio

    3.32%

    3.32%

    -

    12.82%

    12.80%

    0.02%

    10.07%

    10.10%

    -0.03%

    8.15%

    8.14%

    0.01%

    - III-8 -

    Compared with 2019 previous year

  • I. Benefit indicators

    • 1. Operating income

    • 2. Profit before allowance

    • 3. Net profit

      4. 5.

      ROE ROA

    • 6. Cost-to-income ratio

    • 1. Total assets

    • 2. Total liabilities

    • 3. Total loans (excluding accrued interest)

    • 4. Total deposits (excluding accrued interest)

  • IV. Capital adequacy ratio indicators

    • 1. Capital adequacy ratio

    • 2. Tier-one capital adequacy ratio

    • 3. Core tier-one capital adequacy ratio

Financial Budget Report for 2021 of Zhongyuan Bank Co., Ltd.

I. PRINCIPLES OF PREPARATION

This budget is formulated in accordance with the domestic economic situation, regulatory policies and the actual development of the Bank, with the goal of implementing strategies, improving quality and increasing efficiency and steady development, and specifically following the following principles:

The first is compliance management and steady development. Guided by the business

philosophy of promoting development with compliance, we will continuously improve the compliance management system, strengthen our compliance culture cultivation, improve compliance awareness and execution, and strictly adhere to the risk bottom line to ensure steady development of the Bank.

The second is to stick to the positioning and serve the entity. We adhere to the market

positioning of "close to citizens, serve small and micro, support agriculture, rural areas and farmers, and promote the development of regional economy", provide the real economy with comprehensive and diversified financial services and realize our healthy development while serving the real economy.

The third is innovation-led and deepened transformation. We will enhance our digital

application ability to make transformation a "roll booster" for the high-quality development of the Bank; improve products innovation capacity, promote the iterative computing optimization of our products to create technology bank, data bank, and open bank that led by innovation.

The fourth is to lay a solid foundation and improve quality and increase efficiency.

We will implement the concept of high-quality development and lay a solid foundation, transform the business development model, and continuously enhance the business quality and efficiency of the Bank through the management of assets and liabilities, the clearance of non-interest-earning assets and non-performing assets and the improvement of human resources efficiency.

The fifth is comprehensive management and coordinated development. We will exert

our subsidiaries' advantage in license and strengthen the business synergy between the subsidiary and the parent bank to complement each other's advantages. We will improve the management system of our subsidiaries and promote their standardized development to ensure the effective implementation of the Group's strategies.

II. MAIN BUDGET INDICATORS OF THE GROUP

(I) Benefit indicators

  • 1. Net profit: Net profit is expected to reach RMB3.482 billion in 2021, representing an increase of RMB181 million or 5.49% from the previous year.

  • 2. ROE: The return on net assets is expected to reach 5.81% in 2021, representing an increase of 0.11% from the previous year.

  • 3. Cost to income ratio: The cost-to-income ratio is expected to be 37.13% in 2021, representing an increase of 1.52% from the previous year and a decrease of 0.02% as compared to the cost-to-income ratio after addition of the social security rebate, of which wages are RMB3.133 billion, representing an increase of 4.61%.

Note: The cost-to-income ratio after addition of the social security rebate of the Group was 37.15% in 2020.

  • (II) Scale indicators

    • 1. Total assets: It is estimated that total assets will be RMB800 billion by the end of 2021, representing an increase of RMB42.5 billion or 5.61% from the end of the previous year.

    • 2. Self-managed deposits: It is estimated that the self-managed deposits will be RMB466 billion by the end of 2021, representing an increase of RMB41 billion or 9.65% from the end of the previous year.

  • (III) Asset quality indicators

    Non-performing loan ratio: It is expected that the non-performing loan ratio will be controlled within 2.5% by the end of 2021 and adjusted in accordance with changes in regulatory policies.

    Table 1: Main budget indicators of the Group

Unit: RMB100 million

Items

Expectation in 2021

Actual in 2020

IncreaseIncreased percentage

I. Benefit indicators

  • 1. Net profit

  • 2. ROE

  • 3. Cost-to-income ratio

34.82 5.81% 37.13%

33.01 5.70% 35.61%

1.81 5.49%

Increase 0.11% Increase 1.52%

Items

Expectation in 2021

Actual in 2020

IncreaseIncreased percentage

  • II. Scale indicators

    • 1. Total assets

    • 2. Self-managed deposits

    8,000 4,660

    7,575 4,250

    425 5.61%

    410 9.65%

  • III. Asset quality indicators Non-performing loan ratio

Within 2.5%

2.21%

-

III. MAIN BUDGET INDICATORS OF PARENT COMPANY

(I) Benefit indicators

  • 1. Net profit: Net profit is expected to reach RMB3.092 billion in 2021, representing an increase of RMB120 million or 4.03% from the previous year.

  • 2. ROE: The return on net assets is expected to reach 5.06% in 2021, representing an increase of 0.05% from the previous year.

  • 3. Cost to income ratio: The cost-to-income ratio is expected to be 38.0% in 2021, representing an increase of 1.33% from the previous year and a decrease of 0.32% as compared to the cost-to-income ratio after addition of the social security rebate.

Note: The cost-to-income ratio after addition of the social security rebate of the parent bank was 38.32% in 2020.

  • (II) Scale indicators

    • 1. Total assets: It is estimated that total assets will be RMB765 billion by the end of 2021, representing an increase of RMB43.7 billion or 6.06% from the end of the previous year.

    • 2. Self-managed deposits: It is estimated that the self-managed deposits will be RMB453.3 billion by the end of 2021, representing an increase of RMB40 billion or 9.68% from the end of the previous year.

  • (III) Asset quality indicators

    Non-performing loan ratio: It is expected that the non-performing loan ratio will be controlled within 2.5% by the end of 2021 and adjusted in accordance with changes in regulatory policies.

(IV) Capital expenditure

It is estimated that the capital expenditure in 2021 will be RMB1.525 billion, representing an increase of RMB805 million from the actual expenditure in 2020. It is mainly used for the construction of large-scale infrastructure projects of the head office and branches, investment in technology construction of the whole bank.

(V) Party membership dues

In accordance with the requirements of the Work Regulation for Primary-level Organizations of the Communist Party of China in State-owned Enterprises (ʕ਷΍ପᙣ਷ ϞΆุਿᄴଡ଼ᔌʈЪૢԷ'), the provisions of the Party membership dues are expected to be RMB27 million in 2021.

Table 2: Main budget indicators of parent company

Unit: RMB100 million

Items

Expectation in 2021

Actual in 2020

IncreaseIncreased percentage

I. Benefit indicators

  • 1. Net profit

  • 2. ROE

  • 3. Cost-to-income ratio

II.

Scale indicators

  • 1. Total assets

  • 2. Self-managed deposits

30.92 5.06% 38.0% 7,650 4,533

29.72 5.01% 36.67%

1.20 4.03%

Increase 0.05% Increase 1.33%

7,213 4,133

437 6.06%

400 9.68%

III. Asset quality indicators

Non-performing loan ratio

Within 2.5%

2.21%

-

"Second Five-Year" Strategic Plan of Zhongyuan Bank Co., Ltd.

PREPARATION DESCRIPTION

The "14th Five-Year Plan" period marks the first five years when China embarks on a new journey to build a modern socialist country in an all-round way and march towards the second centenary goal after building a moderately prosperous society in all respects and realizing the first centenary goal. On this occasion, Zhongyuan Bank Co., Ltd. ("Zhongyuan Bank"), guided by XI Jinping's economic thought of socialism with Chinese characteristics for a new era and the "14th Five-Year Plan" proposal, formulated the "Second Five-Year" Strategic Plan of Zhongyuan Bank Co., Ltd." to make Zhongyuan Bank more brilliant. The Plan was jointly completed by the Bank's leaders and all the employees, and it was also the first attempt of Zhongyuan Bank to make the plan on its own.

LOGIC OF THE PLAN

This Plan adheres to customer-centric, takes innovation as the driving force, and focuses on digital transformation to promote the transformation of business development model. The text structure and content arrangement follow the principle of "applicability, accuracy, scientificity and feasibility". As per the logic evolution sequence of "external cause analysis internal diagnosis benchmarking reference target formulation", the strategic objectives and development strategies of Zhongyuan Bank have been determined, and the business strategy has been formulated on this basis. The business strategy is formulated in line with the logic of "accurately locatingobjectives determination capacity resources required measures taken" and the capacity resource requirements are put forward to the middle- and back-office business lines. Middle- and back-office business lines will adjust resource allocation and support and guarantee measures accordingly.

FRAMEWORK OF THE PLAN

The Plan consists of five parts.

The first part is the review of the implementation of the Bank's "First Five-Year" plan, including the completion of the plan and the experience and enlightenment.

The second part analyzes opportunities and challenges, including macroeconomic environment at home and abroad, regional economy and industrial characteristics of Henan Province, macro policies and development trend of banks, and the internal diagnosis of Zhongyuan Bank.

The third part sets forth strategic objectives and development strategies, including mission, strategic vision, strategic positioning, strategic objectives and development strategies.

The fourth part is the major business strategies, including retail business strategy, corporate business strategy, financial markets strategy, risk management strategy, innovative business strategy and subsidiary strategy.

The fifth part describes development strategy support and guarantee, including Party building-leading development, culture and brand building, governance system building, operation mechanism optimization, information technology building and internal control and compliance management.

Chapter I Review of Implementation of the "First Five-Year" Plan

I. COMPLETION OF THE PLAN

Since its establishment, Zhongyuan Bank has calmly coped with the complicated and ever-changing external environment. With the development vision of "being a first-class modern commercial bank with distinctive characteristics, winning in service and leading in innovation", Zhongyuan Bank coordinated and pushed forward the three major business strategies of "offering featured products in traditional banking business (ෂ୕ุਕਂतЍ)", "accomplishing break-through in innovation (௴อุਕҬ߉ॎ)" and "taking first-mover advantage in developing future banking (͊ԸვБӋჯ΋)", effectively and orderly resolved the historical burden, and actively practiced "Internetization and Ruralization of Banking Services (ɪၣɨඊ)", steadily advanced the digital transformation, rooted in Henan, focused on the main business, and realized the full implementation of the first five-year plan strategy.

(I) Completion of Business Objectives

As at the end of 2019, the total assets of Zhongyuan Bank reached RMB709.885 billion, representing an increase of 243.03% over the end of 2014. Zhongyuan Bank over-fulfilled the task of "maintaining 5% and striving for 6% growth" and its ranking rose from the 21st at the end of 2014 to the 10th among 134 city commercial banks, becoming a leading bank in the second echelon of city commercial banks nationwide.

(II) Implementation of Business Strategy

1. Offering featured products in traditional banking business

Based on the development trend of social and economic environment, Zhongyuan Bank actively explored the way to make traditional businesses featured. In terms of corporate business, the Bank actively expanded the basic customer base, deepened the operation of strategic customers and institutional customers, and focused on housing, automobile, agricultural, medical and other key industries in the province. As of the end of 2019, the Bank owned 33,445 effective corporate accounts, with strategic customer coverage up to 82%. The liabilities of institutional customers accounted for 41.4% of the Bank's corporate liabilities, and the assets of key industries accounted for 21.4% of the Bank's corporate assets. In terms of retail business, the Bank promoted the

"Internetization and Ruralization of Banking Services", explored the "Internet + rural finance" mode, and built a customer acquisition and customer operation ecology for agriculture-oriented finance. As of the end of 2019, 127 county-level sub-branches (including second county-level sub-branches), 50 township sub-branches and over 5,000 agriculture-related service stations were established, covering 70% of the townships in 18 cities in Henan, benefiting more than 10 million rural residents. The balance of county-level savings and agriculture-related deposits reached RMB50.78 billion, accounting for 31% of the total balance of saving deposits of the Bank and 57% of its new saving deposits in the year.

2. Accomplishing break-through by innovation

Zhongyuan Bank actively explored business innovation, and highlighted its brand value and developed characteristic products with innovation. As for corporate business, the Bank perfected the new business model of "commercial banking + investment banking + transaction banking", built an all-round investment banking ecosystem combining stocks and bonds, and formed a transaction banking system with payment, settlement and cash management as the core. As of the end of 2019, the intermediate business income of investment banking and transaction banking totaled RMB1.19 billion, accounting for 91% of the Bank's income, representing an increase of 37 percentage points over the end of 2015. In retail business, the Bank formed a new diversified financial service model featuring online product, scenario-based service, data-based operation and ecological marketing, and developed a batch of innovative products represented by perpetual loan and credit card. As of the end of 2019, the Bank ranked the first in the market share of perpetual loan in Zhengzhou for three consecutive years, and issued two million credit cards accumulatively. In terms of financial market business, the Bank explored the formation of a multi-market, multi-product and multi-strategy business model for financial market, and blazed a trail of innovation starting from scratch and from weak to excellent, with unique market features.

3. Seeking the leading position in the future

Zhongyuan Bank pushed forward the digital transformation in an all-round manner, built the digital application capacity of the Bank with the construction of agile organization as the starting point, and reconstructed the technological foundation for the purpose of dual-speed IT delivery. The Bank developed differentiated competitive strengths in digit and technology, laying an organizational and technological foundation for the Bank to seek the leading position in the future. As of the end of 2019, Zhongyuan Bank achieved initial results in the transformation and preliminarily realized technical export. The Bank was selected as one of the "10 Major Events in Financial Informatization in 2019" by the Financial Computerizing magazine of the People's Bank of China and named in the list of the World's Best Banks by Forbes in 2020.

II. EXPERIENCE AND ENLIGHTENMENT

The Bank took root in the local region and developed with the region. Adhering to the principle of serving the local economic development of Henan, Zhongyuan Bank actively responded to the regional development strategy of Henan Province, vigorously supported major engineering projects in the province, and deeply participated in the industrial development and economic restructuring. It has realized its own rapid growth and co-existed with local economic development while supporting the development of local economy.

Actively complying and strengthening corporate governance, it has established a modern corporate governance system under the core leadership of the Party committee, and formed a "three-level" equity structure consisting of cornerstone shareholders, major shareholders and substantial shareholders (strategic shareholders). The Bank built a modern corporate governance operation system featuring "core leadership of the Party committee, strategic decision-making of the Board of Directors, legal supervision by the Board of Supervisors and operation authorized by the management", laying a good foundation for compliant operation of corporate governance. The Bank continuously improved the management level of related party transactions of shareholders, and built a shareholder management model of "actively supporting, moderately granting credit and properly managing risks" which fully exerted the supporting role of Shareholders and realized effective constraint on Shareholders, promoting the benign interaction between the Bank's business and Shareholders' business. The Bank took proactive and compliant governance system framework as the guarantee for the overall development of the Bank.

The Bank considered the situation and adjusted strategies accordingly. Focusing on the changes of external environment and internal endowment, the Bank optimized operating strategies in a timely manner, which was the basic magic weapon for Zhongyuan Bank to win the first five-year plan. During the first five-year plan period, the Bank timely launched the strategy of "Internetization and Ruralization of Banking Services" to expand market with the opportunity of the country's rural revitalization strategy; provided diversified and comprehensive financial services, established consumer finance corporation, acquired AB Leasing Co., Ltd., enriched financial licenses and expanded strategic territory. In order to better support the high-quality economic development of Henan Province, the Bank successively increased its capital and shares, completed H-share listing, issued tier two capital bonds and overseas preference shares, formed a diversified dynamic capital replenishment mechanism, and cemented the capital foundation. Besides, to adapt to the requirements of the digital economy era, the Bank comprehensively initiated digital transformation and deepened the Bank's digital application capability.

The Bank puts people first and building a first-class team. In view of the unreasonable structure, weak professional ability and imperfect mechanism at the beginning of its establishment, the Bank established a human resources management system of "recruiting, training and getting out", realizing the fundamental optimization of personnel structure. Over the past five years, the Bank has adhered to the market-oriented selection and appointment mechanism, cumulatively recruited 6,442 employees, injected nearly 50% of the fresh blood,and increased the proportion of employees with a bachelor's degree or above from 49% to 76%; defined the management cadre standard, selected and appointed a number of outstanding cadres who are politically competent, dare to assume responsibilities and are recognized by the masses; established and refined the incentive and constraint mechanism featuring "cadres can take a lower as well as a higher post, employees can go in and out, and salaries can go up and down", and built the "management + professional" dual-channel development path and the rank system for employees, and effectively stimulated the enthusiasm of all employees of the Bank.

Performance orientation and optimization of incentive mechanism. At the early stage of establishment, the Bank actively promoted the implementation of the "people first and performance orientation" assessment and resource allocation mechanism in the branches, and promoted rapid business development and market image enhancement with the policy of "increasing market share and outperforming the market". In face of the slowdown of market growth and the trend of digital transformation of the industry in the past two years, the Bank has further enhanced the importance of economic profit, and practised the light-capital and light-cost operation model, as well as gradually built a performance-oriented, quality-oriented and scale-oriented assessment and allocation system.

Prudent operation and building of intelligent risk control. Adhering to prudent risk appetite, the Bank struck a dynamic balance between risk prevention and development promotion. Over the past five years, the Bank has firmly established the risk bottom line thinking, always put risk prevention in a prominent position, refined the risk management system, optimized the risk governance structure and risk management policy, and maintained a high-pressure posture of "reducing the old and controlling the new", and pushed forward NPL reduction and recovery. The Bank has adhered to digital transformation, iteratively optimized key risk management system, and built a team of risk management experts with focus on industry research, risk identification, standardized management and collection and disposal. A three-in-one intelligent risk control system of "system + expert + technology" has been preliminarily formed and a working mechanism for risk and business consultation has been established to give full play to the leading role of risk, so as to make risk as the "engine" and "brake" of business development.

Chapter II Analysis of Opportunities and Challenges

I. ANALYSIS OF MACROECONOMIC ENVIRONMENT AT HOME AND ABROAD

In the next five years, China's development will still be in an important period of strategic opportunities, but there will be new changes in both opportunities and challenges, which will determine that the development environment of commercial banks will undergo profound and lasting changes.

(I) Complex international environment and more prominent uncertainties

The world is now undergoing an unprecedented dramatic change. The new round of scientific and technological revolution and industrial reform has further developed. The international environment has become increasingly complex, economic globalization has encountered adverse currents, protectionism and unilateralism have risen. Affected by COVID-19 around the world, the risk of a deep recession and long-term stagnation of the global economy is increasing, the prospect of international trade and investment is uncertain, and the world has entered a turbulent transformation period when various uncertainties and instabilities have increased significantly.

(II) China's economy has shifted to the stage of high-quality development, and a new

"dual circulation" development pattern is taking shape at a faster pace

China has shifted to the stage of high-quality development, featured with obvious institutional advantages, improved governance efficiency, long-term economic growth, solid material base, abundant human resources, broad market space, robust development resilience and stable social situation. There are many advantages and conditions for continued development. However, China's development is still unbalanced and inadequate. The reform of key links in key areas is still arduous, the innovation ability does not meet the requirements of high-quality development, and the agricultural foundation is still unstable. What's more, there is a big gap between urban and rural development and income distribution, ecological and environmental protection has a long way to go, people's livelihood security is not enough, and social governance is weak.

II. ANALYSIS OF REGIONAL ECONOMY AND INDUSTRIAL FEATURES OF

HENAN PROVINCE

Based on the regional advantages, consumer market, industrial system and regional characteristics, the regional economy and industrial features of Henan Province show the following characteristics:

(I) Henan has obvious regional advantages, and the national strategies continue to

empower

Henan is not only the core transportation hub of the country, but also an important participating province in the strategies of "the rise of central China", "ecological protection and high-quality development in the Yellow River Basin" and "rural revitalization". The continuous implementation of the national strategies will bring about significant investment opportunities in the construction of Zhengzhou as a national central city and Luoyang as a sub-central city, ecological protection, pollution prevention and control, and modern agriculture.

(II) The resource endowment is consistent with the policy orientation, and the consumer

market has a huge potential

Henan has a population of nearly 100 million, with a labor force of over 65 million, more than 20 million middle-income groups and 64,300 wealthy families with assets of 6 million or more. More than 1.5 million rural populations will transfer to cities every year. Under a new development paradigm with domestic circulation as the mainstay and domestic and international circulations reinforcing each other, the huge consumer market in the province will bring huge market opportunities for new urbanization, cultural tourism, health care and consumption.

(III) The industrial system is relatively complete, and emerging industries are being

cultivated

There are 40 major industrial industries and 182 medium-sized industries in Henan. The total amount of manufacturing industry ranks the first in the central and western regions, making Henan the origin and connection point of many industrial circulations in China. Affected by national policies and industry development trends, traditional advantageous industries in the province are facing transformation and upgrading, and emerging industries are being cultivated and developed. In the future, Henan will experience the pains of industrial transformation.

(IV) The rural market has a broad prospect and the potential of central cities is huge

The total amount of county-level finance in Henan accounts for 44% of the whole province, and the annual growth of county-level saving deposits is around RMB250 billion, accounting for 58% of total new deposits in the province, indicating a broad prospect for the development of the rural market. Zhengzhou and Luoyang, with obvious cluster effect, account for 40% of the total deposits in the province and 56% of total loans in the whole province, indicating that there is still a huge potential for the development of central cities in Henan in the future.

III. ANALYSIS OF MACRO POLICIES AND DEVELOPMENT TRENDS OF BANKS

(I) Macro policies maintain proactive and prudent, and boost high-quality development

of the real economy

In the face of the complex and changeable economic environment at home and abroad,

China's macro policies will show the following trends in the next five years: First, the central bank will maintain the basic stability of macro gearing ratio, and pursue a more flexible, moderate and precise-oriented prudent monetary policy. The central bank will stick to the objective of stabilizing currency value, push forward the market-based reform of interest rate and exchange rate, and deepen the financial supply-side reform. Second, the fiscal policy will be more proactive, and the government will make the policy more forward-looking, flexible and effective. The government will establish a regular direct mechanism for fiscal funds, andstrengthen the countercyclical adjustment role of fiscal policy, pay more attention to structural adjustment, and effectively guarantee and improve people's livelihood. Third, strict regulation will become normal, and the regulation will persist in seeking progress while maintaining stability. The relationship between steady growth, structural adjustment and risk prevention will be balanced. The macro prudential policy framework will be perfected, and the systematic risk monitoring and assessment system will be improved. The country will continue to rectify market chaos, and stress the return of finance to its roots to serve the real economy. In the future, the banking industry should pay close attention to the adjustment and change of financial policies, operate in compliance with laws and regulations. The only way for the future development of the banking industry is to seek benefits from compliance and "shifting from virtual economy to real economy".

(II) The reform will continuously intensify the industrial competition, and the Bank will realize the irresistible development through active transformation

Under the influence of financial policy, the banking industry will undergo the following changes in the next five years: First, the banking industry will continue to deepen the financial supply-side reform, steadily advance the interest rate liberalization reform, which will intensify the industrial competition. Financial services will be concentrated in the head of the industry. Second, the intensified industrial competition will force the banking industry to strengthen its financial service functions, focus on the main business, serve the real economy, actively adjust its business structure and increase the proportion of non-interest income in a market-oriented and customer-centered manner. Third, the banking industry is in urgent need of improving its interest rate pricing capability, complement each other's advantages, seek advantages and features in fierce competition and realize dislocation development.

(III) Financial technologies empower service innovation and become the focus of horizontal competition

Driven by emerging cutting-edge technologies, financial technologies are becoming more intelligent and scenario-based, traditional banking forms are being reshaped, and technology is changing from external auxiliary support to internal transformation force, becoming the focus of horizontal competition. In the future, the development of financial technologies will revolve around several core trends: First, the front, middle and back-office businesses will be online in an all-round manner to further increase efficiency, improve quality and reduce cost. Second, AI will be combined with 5G and the Internet of Things to play a deeper and wider role in driving innovation. Third, ecological and open banks will become the key objectives of future construction of banks. Fourth, cloud, database and chain are becoming important elements of financial technologies. Fifth, the application of financial technologies will pose network and system security, data privacy and other risks and challenges, raising higher requirements for the internal management of commercial banks.

IV. INTERNAL DIAGNOSIS AND ANALYSIS OF ZHONGYUAN BANK

In the past five years, Zhongyuan Bank has maintained its strategic focus, carried forward the enterprising spirit, promoted development through transformation, improved quality and efficiency through management, significantly improved the customer's operating level and performance, and further enhanced its operating strength. However, compared with leading banks, Zhongyuan Bank still has certain deficiencies in market share and other aspects.

Compared with the 16 city commercial banks with the asset size above RMB500 billion, Zhongyuan Bank shows the following performance:

Table 2-1 Comparison of Some Indicators of Zhongyuan Bank in the Industry in 2019

Average of

Zhongyuan

Zhongyuan

comparable

Bank

Indicator

Bank

banks

Ranking

Total assets/GDP (%)

13%

30%

14/16

Per capita assets (RMB100 million)

0.53

1.14

16/16

Non-performing loan ratio (%)

2.23%

1.48%

15/16

The market share and per capita production capacity of Zhongyuan Bank still have a big room for improvement, and it still takes time to digest the historical burden.

Chapter III Strategic Objectives and Development Strategies

  • I. MISSION

    Standing steadily in central China, connecting to the world

  • II. STRATEGIC VISION

    To be a customer-centered, technology-driven and innovation-led excellent commercial bank with distinctive features.

    Distinctive features: Based on the development trend and its own endowment, the Bank will create distinctive features in various business areas, and build a benchmark image in the industry.

    Customer-centered Services revolving around customers should be the Bank's principle in business management.

    Science and technology: Financial technology should be vigorously developed to play a key role in achieving the great blueprint.

    Innovation-lead excellent commercial bank: The comprehensive competence of the Bank is among the best in the banking sector, transforming itself to a leader from a follower.

III. STRATEGIC POSITIONING

We adhere to the positioning of "close to citizens, serve the real economy, support small and micro, 'Internetization and Ruralization of Banking Services (ɪၣɨඊ), and promote the development of regional economy.

Close to citizens: Revolving around customers, we should innovate our service, establish a scenario-based ecological circle, and provide comprehensive financial services for both urban and rural residents.

Serve the real economy: Sticking to the vocation and missions that finance should serve the real economy, we will constantly improve the scheme, the mechanism and abilities of serving the real economy.

Support small and micro: We will improve the status of small and micro enterprises in the Bank's strategy and digitalize our approaches to greatly develop small and micro finance.

Internetization and Ruralization of Banking Services: Given the rural revitalization, we will press ahead "Internetization and Ruralization of Banking Services" and improve our financial technology to realize co-development between inclusive finance and commercial sustainability.

Promote the development of regional economy: revolving around major strategies such as "the rise of central China" and "ecological protection and high-quality development of the Yellow River Basin", we will champion the construction of key projects, deepen cooperation with the government and become the important financial power in "making a better Central Plains region".

IV. STRATEGIC OBJECTIVES

Based on strategic visions, the Bank will work hard to realize the following objectives at the end of second five-year plan period:

We have achieved prominent digital transformation results and a significantly optimized business structure, creating a benchmark image of the industry-wide data bank;

Asset quality is continuously improved, getting close to the average of excellent urban commercial banks;

Total assets have exceeded RMB1,000 billion at the end of the planning period, ranking firmly among the top 10 city merchant banks.

The specific financial objectives are shown as follows:

Table 3-1 Key Operating Indicators of Zhongyuan Bank in the Planning Period

Indicator

Overall performance indicators

Asset size (Unit: RMB100 million)

Net profit (RMB100 Million)

Non-performing loan ratio (%)

The parent bank's

The Group's

caliber

caliber

10,000

10,633

63

73

Within 2%

Within 2%

Indicators of strategic choices

Customer dimension

The retail customers cover 30% of the

Henan Province's population.

Micro, small enterprises and institutional customers have contributed 45% of the performance of the company business department.

Business dimension

The retail performance has contributed to 40% of the total.

The transaction banking performance has contributed 25% of the performance of the company business department.

Channel dimension

The retail's first and second channels have contributed to over 85% of the retail business department.

V. DEVELOPMENT STRATEGY

In the next five years, Zhongyuan Bank will maintain its strategic determination and strive to achieve its strategic goals, guided by the three basic strategic directions of "creating features in traditional business", "finding breakthroughs in innovative business" and "seeking leadership in future banking". The overall strategy for business development is shown as follows:

First, we will make solid progress in "Internetization and Ruralization of Banking Services" (ɪၣɨඊ), innovate the service model and vigorously develop inclusive finance to help solve the problem of unbalanced and inadequate financial development.

Second, we will promote digital transformation, increase investment in data and technology, optimize the infrastructure of data and technology, and create a "carrier + speedboat" innovative development model to form a strong support for business and open up the "second curve" of growth.

Third, we will vigorously develop retail business, consolidate the position of retail business as the "ballast" of the whole bank, and continuously optimize the scale share and profit contribution of retail business in the whole Bank.

Fourth, we will innovate and develop corporate business, consolidate institutional customer service advantages, build a transaction banking ecosystem through new technology and new ideas, and cultivate profitable growth points for small and medium-sized customers to serve regional economic development.

Fifth, we will adhere to the prudent risk preference, do a good job in management of high credit limits to avoid risk clustering and focus on post-loan management; and we will build an intelligent risk control system, strengthen the risk management of innovative and online products, and implement effectively the responsibility system of risk management.

Sixth, we will gradually optimize the evaluation mechanism, change the business development model, establish an evaluation system centered on economic profit, and transform the development model from "high-speed growth" to "high-quality development".

Chapter 4 Major Business Strategies

I. THE RETAIL BUSINESS STRATEGY

(I) Strategic Objectives

We insist on the customer-centered principle and consider digital transformation as the driving force, create products based on our deep insight into the customer's pain points, optimize and integrate channels and operation resources, achieve batch, online and scenario-based customer acquisition, implement data-driven marketing, deepen customer management and solidify the customer foundation. Ranking respectively the top 5 and 7 in the national urban merchant banks in terms of deposit and loan balance, we strive to become for Henan customers the first choice of the preferred retail bank and the best experience bank.

(II) Customer Positioning

By clinging to the strategy of "Internetization and Ruralization of Banking Services" and "digital transformation", Zhongyuan Bank will strengthen the three pillars of "community residents, small and micro merchants, and rural residents" for retail business development. We will also expand the quality customer base mainly for distribution, strengthen the management of financial and private customers, and timely capture the emerging customer base for retail business growth.

(III) Strategic Measures

1. Deepening the strategy of "Internetization and Ruralization of Banking Services" and Cultivating the Blue Ocean of Rural Markets

In response to the national 14th Five-Year Plan and the deployment of "rural revitalization", we will solidly promote the strategy of "Internetization and Ruralization of Banking Services", build a highly-efficient, mutually-complementary and symbiotic ecology that benefit both agriculture and farmers, and establish the first brand of the urban merchant bank to provide services for farmers. We will continue to improve the "three-in-one" channel service system including counties, townships and villages and accelerate the construction of the "Village Online" platform. By the end of the planning period, the number of "Village Online" users will reach 15 million and the construction of credit villages and the allocation of farmer-related loans will be steadily promoted.

2. Focusing on payroll credit, strengthening batch, online and scenario-based customer acquisition and consolidating the customer base

We will do well in the tough task of payroll credit. The Bank will strive to win 3 million customers of payroll credit during the second five-year planning period by making breakthroughs in payroll credit for high-quality institutions, actively expanding the marketing of downward payroll credit and similar payroll credit, and building an open platform for digital empowering payroll credit business. The Bank will strengthen online, scenario-based and batch-based customer acquisition, continuously empower the B/G side and realize the link and transformation of the C side by using its own technological advantages. Through the self-built platform, the Bank will cooperate with government platforms and leading departments in different industries, focus on advanced important products, activities and rights and interests, thereby achieving online, scenario-based and batch-based customer acquisition.

3. Adhering to data-driven and improving customer's operating ability

The Bank will change the way of thinking, adhere to data-driven, and realize the scale and regular application of big data. It will strengthen asset allocation, improve cross-selling, and serve as the wealth manager and asset allocation expert for customers' total assets. The Bank will give full play to the functions of wealth centers of the head office and branches to build the most influential wealth and private bank in central China; enrich and refine the operating system for some important customer groups; build an online, digital and intelligent customer operating system.

The Bank will advance online operation in depth, and realize stable customer acquisition, active operation and transformation. Adhering to customer-centered operation and digital-driven force, the Bank will focus on the five operation systems of "channel operation, product operation, user operation, activity operation and data operation", carry forward online operation in depth, and build an all-round closed-loop operation system characterized by intelligence, refinement and digitalization.

4. Perfecting the digital product system and strongly supporting the transformation

and development of retail banking

The Bank will stick to the combination of internal research and external introduction to perfect the product system. The Bank will enhance the innovation capability of digital products, and build a full-life-cycle management system of products; improve the ideas and methods of product creation, and realize regular product creation based on consumer insights and digital product creation methods; focus on the big market, big customer group and big demand, and continuously develop the popular products with its own marketing functions; adhere to the normal lean innovation and product portfolio based on the comprehensive value of the master account and customers, realize the incubation and landing of digital products on the first and second racetracks, and actively participate in and promote the innovation of brand-new digital products.

The Bank will vigorously promote the development of retail asset business to become the main channel for the application of on-balance-sheet asset business. It will continue to seize the high-quality housing mortgage market and polish the calling card of perpetual loan. The Bank will adhere to the national policy of encouraging "big consumption" and "inclusive finance" and realize non-mortgage business in various forms. It will strengthen the effort to design and market installment products, and increase the customer size, asset balance and income contribution. It will also gradually restructure the credit card center into a profit center.

5. Innovating in the all-channel service model, and optimizing customer experience

The Bank will adhere to the strategy of giving priority to mobile banking, and build mobile banking into a one-stop intelligent, digital and scenario-based service platform of "finance + ecology + technology"; promote the innovation of offline outlet channels, and build intelligent, light and diversified offline channels; build diversified and social marketing service channels, quickly distribute Internet traffic, and realize low-cost user operation; accelerate the intelligent transformation of customer service, realize the transformation from cost center to profit center; actively explore the construction of "non-contact bank", and build a non-contact customer service system.

6. Establish a data-driven comprehensive risk management system

The Bank will refine the online and intelligent data-driven risk control system, realize closed-loop management of data-driven digital risk control, and establish a quantitative assessment system; build a credit factory system with clear responsibilities, and realize the whole-process management with special post and special person in charge of every link. The Bank will enhance the capability of pre-warning and prevention of operational risk, and enhance the awareness of active compliance.

7. Strengthening management support to ensure the realization of strategies

The Bank will deepen the digital transformation to implement the "three-track" marketing system of the head office, branches and sub-branches, and fully promote the implementation of "KPI + OKR" assessment system; deepen the second agile mechanism across tribes and business lines to quickly respond to major market opportunities. Focusing on the five key capabilities, the Bank will build the "strongest brain" of the head office and build a T-shaped talent team; enhance the four core capabilities of branches and sub-branches, and realize the transformation from experience-driven to data-driven and from product-oriented to customer-centered.

II. CORPORATE BANKING STRATEGY

(I) Strategic Objectives

By the end of the planning period, the corporate deposit balance will rank among the top three in the province (the balance of the old branches will rank first in the local market, and the new branches will enter the first echelon), ascending to the first echelon of corporate banking of national city commercial banks. The Bank will develop competitive products and distinctive solutions with brand effect, and become a full-function bank with transaction banking and investment banking features.

(II) Market and Customer Positioning

On the basis of serving all corporate customers, the Bank will seize major strategic opportunities of the state and Henan Province, and focus on the in-depth operation of existing customers and the exploration of new business opportunities. The Bank will select high-quality customer groups with "market capacity, available financial services, value contribution and risk control" and build new drivers for its business development with high quality.

1. Key regions: Focusing on key regions such as city clusters, counties and townships in central China

Focusing on key cities of city clusters in central China: Based on the major strategies of "the rise of central China" and "urban agglomeration of Central Plains region", the Bank will serve the construction of key cities and the transformation and upgrading of industries, and continuously influence surrounding cities. The Bank will continuously improve its business contribution and regional influence, and form a fast-growing pole for business development.

Expanding the blue ocean of counties and towns: It will seize the opportunities of new-type urbanization, county-level shoring up weak links and rural revitalization policy, deeply explore the "main position" of the county market, and deepen the peak competition of the township market, continuously consolidate and expand the advantages of corporate banking in the county market, and open up a blue ocean for corporate banking development.

2. Key industries: Serving regional economic development and laying out business growth points

Centering on the two national strategies of "the rise of central China", "ecological protection and high-quality development in the Yellow River Basin" and in combination with the strategic orientation of the "14th Five-Year Plan" and the industrial structure of Henan Province, the Bank will focus on low-risk, large-capacity and high-growth "Two News and One Heavy", strategic emerging industries, advanced manufacturing industry, public utility industry, modern service industry, bulk consumer goods and other key areas and industries, so as to explore business growth opportunities.

3. Key customers: Striving to build "two advantages"

Deepening the advantages in cooperation with institutional customers: On the basis of consolidating and developing the Bank's advantages in cooperation with government institutional customers, the Bank will closely follow the policy orientation and focus on customer needs, continue to push forward the building of a smart government service system of "finance + technology + capital", and expand the scope of financial and non-financial services for institutional customers by building electronic system scenarios and exploring cooperation opportunities through public-private interaction. In addition, the Bank will increase the share of key segments, and strive to build the chief advisory bank for government agencies and major cooperative banks.

Cultivating the service advantages of small and medium-sized customers: The Bank will adopt industrial, scenario-based, platform-based and digital solutions, develop a professional customer service model according to the industry, and explore the upstream and downstream of core enterprises. The Bank will realize batch customer acquisition through scenario integration and platform building, realize cross-selling of small enterprises through use case drive, cultivate our advantages in serving small and medium-sized customers, thereby making them an important profit growth point of our corporate banking business.

(III) Strategic Measures

In the next five years, in face of the new situation of internal and external environment and many challenges of the banking industry, corporate banking will adhere to the customer-centered and market-oriented principle and adopt the product and service system of "one body with two wings". The Bank will focus on "two strategies": hierarchical operation of customer groups and establishment of open platforms, and improve the "3 + 3" support guarantee, in order to ensure the fulfillment of strategic objectives at the end of the planning period.

In the short term, confronted with the new normal of external economic slowdown, corporate banking should follow the market law, focus on the realization of current objectives, seek opportunities for "quick gains", make up for weaknesses, actively plan for business growth points, and transform growth drivers. In addition, the Bank should shift its focus from pure pursuit of high pricing of customers to in-depth operation of quality customers and improvement of comprehensive income; promote the transformation of corporate banking to the development model of "relationship drive + program marketing + technology empowerment" through "specialty creating value". In the long run, the Bank will advocate the "craftsmanship spirit", consolidate the foundation, improve internal strength, strive to build its capacity, seize the opportunity of a new round of economic growth, and finally realize the comprehensive and coordinated development of corporate banking in terms of efficiency, quality and scale.

1. Building an integrated financial service system featuring "one body with two wings"

"One body : Extending the advantages of traditional commercial banking business.

Relying on traditional commercial banking business (customer group, scale and interest rate differential), the Bank will consolidate and develop its resource endowment advantages in terms of customer base, asset scale, outlet coverage and service efficiency. On the basis of continuously increasing the coverage and penetration rate of target customers, the Bank will adopt the competitive product strategy to expand the scale of assets and liabilities, carry out refined management of customer operation to increase the comprehensive income, and seek for characteristics and specialization of traditional businesses to realize steady growth of value contribution and corporate market share.

"Two wings : Striving to build a product system of "transaction banking + investment banking". First, the Bank will build an ecological system for transaction banking, set up application scenarios for electronic channels, based on payment and settlement, trade chain and credit of core (large and medium-sized) enterprises. The Bank will explore the authenticity of transaction banks through innovation and technology, expand upstream and downstream customers (small and medium-sized), and establish an end-to-end electronic service system integrating cash management and supply chain financing. Besides, the Bank will build an open, sharing and cooperative trading banking ecosystem, develop an industrial, scenario-based and platform-based full-chain comprehensive service plan, and become a regional first-class trading banking platform service provider. Second, the Bank will innovate the investment banking service model, and increase the proportion of direct financing and the revitalization of existing assets in the context of the transformation from factor-driven to innovation-driven and comprehensive implementation of registration system in the 14th Five-Year Planning period. What's more, the Bank will further enhance the service capacity and value contribution of "big investment banking" integrating equity, creditor's rights, matchmaking and investment consulting; build an ecosystem of "platform + matchmaking" focusing on regulators, peers, customers and operating institutions. Besides, the Bank will continuously refine the channel construction, exert the advantages in product innovation and platform, and continuously expand its competitive strengths and influence of the investment banking business in the peer market.

2. Implementing policies by category, and deepening hierarchical operation of

customers

Based on customer portrait and full-life-cycle management, the Bank will focus on the needs of segmented customers, carry out layered and differentiated operation of all target customer groups, and realize "solution for large customers, platform for medium customers, and standardization for small and micro customers", so as to enhance the comprehensive value contribution of customers.

The Bank will become a "financial + non-financial" comprehensive service provider for large customers, with a coverage of over 70% of large customers and more than 50% of cash management, ascending the first-echelon cooperative bank for large customers. For large group strategic customers, the Bank will implement the list-based and customized service plan marketing, and provide large customers with the integrated services of "creditor's rights + equity" and "financing + intelligence" through the "platform + matchmaking" ecosystem of investment banking. It will also provide large customers with industrial chain-based trade financing, cash pool, cross-bank "finance + non-finance" comprehensive services, supporting pricing, limit circulation, network limit, agile team and other policy supports through transaction banking, steadily increasing the value contribution and market share of large customers.

The Bank will build the "online + platform" service system for high-quality medium-sized customers which become an important source of profit growth. Based on the full-life-cycle journey of high-quality medium-sized customers and the connection with third-party industries and industrial platforms, the Bank will promote the construction of trading ecosystem (construction, logistics, medical treatment, agriculture and other industries as well as local featured industries) and develop industrial and platform-based featured solutions, which will satisfy financial and non-financial demands of customers such as account management, payment and settlement, supply chain financing and international business, and realize in-depth cooperation with medium-sized customers with high-quality objectives to make them become an important source of profit growth of the Bank.

By the end of the planning period, the Bank will become the leading bank in comprehensive financial services for small and micro customers in the region, with as many as 90,000 effective small and micro customers. The Bank will build a small and micro enterprise standardized product system based on mortgage products, oriented towards scenario and customer group products and supplemented by credit products. It will serve customers with strong mortgage and guarantee, and obtain customers with featured scenarios in batch. Focusing on the supply chain, the Bank will explore the upstream and downstream small and micro customer groups of core enterprises, realize cross-selling through use case-driven, and promote the batch, online and small-amount business development, so as to make small and micro customers an important source of the Bank's future growth of basic customer base and business.

3. Setting up an open platform and build an open banking ecosystem

First, the Bank will push forward platform-based and ecological construction and build an organism covering high-frequency business scenarios of enterprises. Through integrating traditional product packaging portfolio, online process promotion and channel resources, the Bank will satisfy diverse and ever-changing demands of customers with comprehensive online service solutions, improve customer experience and service efficiency, implement precise marketing, realize batch customer acquisition, and build a new form of corporate banking service.

Second, it will build an open banking service ecosystem, embed financial/non-financial services into the three-party cooperation scenario, and realize customer sharing, product co-marketing and win-win business with the third party based on different customer groups and application scenarios. Furthermore, it will support the rapid output of featured products or services of corporate banking and the efficient introduction of resources such as users, traffic, scenarios and services of external cooperation platforms.

4. Strengthening support and guarantee to ensure implementation of strategy

To ensure the implementation of corporate banking strategy, the head office and branches need to improve the "3 + 3" support: building three capabilities and strengthening three guarantees.

Building "three capabilities" to improve the quality and efficiency of comprehensive services. First, with regard to financial technology capability, the Bank will comprehensively enhance its financial technology capability of corporate banking and empower business development through four aspects: online customer acquisition, online products, online operation and online management. Second, as for professional innovation capability, the Bank will improve the business research and product R & D capabilities of product managers of the head office, the collaborative marketing, scheme design and promotion capabilities of branch product managers, and the customer reach and marketing capabilities of customer managers through four studies (policy study, economic hotspot, industry study and peer study). Third, in terms of the "two horizontal and one vertical" collaborative implementation capacity. The Bank will improve the internal and external collaboration efficiency of the business line of the head office in a horizontal manner. It will conduct assessment guidance within business lines, convergence of objectives, and formation of joint forces by business line departments; break business boundaries between business lines, set up the cross-line agile team, and promote the efficient implementation of business; strengthen the connection between the corporate banking lines of the head office and branches, ensure consistent thinking and clear objectives, and continuously reinforce the customer-centered operating concept in a vertical manner.

Strengthening three guarantees and building basic support for business development. First, the Bank will organize guarantee, improve the organizational function building and professional support of branches and sub-branches, and set up product departments, product managers and customer managers of sub-branches to meet the quota. Second, the Bank will guarantee the assessment and risk control mechanism by establishing assessment and resource allocation support policies in line with business development strategies to stimulate business enthusiasm and fully guarantee the achievement of objectives; improve the risk control guarantee in line with the policy orientation, strengthen the risk guidance and fronting, establish the access standard for key industries and fields, and adopt the white list and risk consultation mechanism to realize a virtuous circle of business development; always stick to the bottom line of compliance, actively perform the main responsibility of "first line of defense" for internal control and compliance management, and effectively prevent internal control, compliance and operational risk. Third, the Bank will provide process guarantee, optimize customer and internal processes, optimize account opening, payment and settlement, credit application and other business processes for customers, and provide customers with integrated solutions in all links of user journey; internally, the Bank will streamline the existing process nodes, simplify, optimize and smooth the management process, and improve the instant decision-making, high straight-through processing ratio and the digitalization level of administrative affairs.

III. FINANCIAL MARKET STRATEGY

After five years of rapid development, the financial market line of the Bank has gradually improved from scratch, and a financial market business brand of Zhongyuan Bank with complete business system and outstanding features has been preliminarily established. In the next five years, the financial market line will comprehensively enhance its investment research and innovation capabilities and become a full-function financial market business system leading the whole market.

(I) Strategic Objectives

The financial market line will evolve from a single-function profitable financial market business to a full-function supporting financial market system. It has the market function of leading influence, the support function of integrating the Bank's development and the expansion function of instant use. Five years later, financial market influence will take the lead in the market, and rank among the top 10 in terms of various businesses; become an important support for the Bank's business development, with a business contribution of reaching one third of the Bank; become a major breakthrough point in business expansion of the Bank, and major starting point of new business categories.

(II) Strategic Measures

In the next five years, the full-function financial market business strategy leading the whole market will be carried out in the three directions of market system, customers and transformation of subsidiaries. The financial market business will be conducted along the new model of four-in-one panoramic linkage of self-operated business-agency-domestic currency-foreign currency derivatives, and the financial interbank business will be transformed into customer management in an all-round manner. Asset management business will build an all-round asset management institution with reference to the wealth management subsidiaries.

1. Making breakthroughs in key links of financial market business, and realizing four-in-one panoramic linkage

Financial market business, based on RMB business, is developed into foreign currency, gold and derivatives business and extended from proprietary investment to agency business by applying for gold qualification, ordinary derivatives and custody qualification. The Bank will improve its investment research and trading capacity through big data analysis and automatic trading, continuously deepen the influence of various financial sub-markets, and realize a new panoramic linkage model featuring the integration of self-operated business-agency-domestic currency-foreign currency derivatives, becoming a leader in the financial market.

2. Transforming and restructuring financial interbank business to "customer management" in an all-round manner

The financial interbank business will be "customer-centered", focus on interbank customers, establish a customer intelligent analysis and management system, explore product demands of interbank customer groups, and deepen interbank business cooperation. The Bank will become the platform and window for connecting "internal-external" customers and "external-external" customers, and build a unique "big interbank" management system. In the next five years, the Bank will have more than 2,000 interbank customers and become an important hub of interbank customer service in the entire market.

3. Building an all-round asset management institution for asset management business with reference to the wealth management subsidiaries

With reference to the model of wealth management subsidiaries, the Bank will adjust and optimize the asset management business in terms of organizational structure, product system, risk management and control and investment targets, and continuously improve its investment research and profitability in various markets. What's more, the Bank will continuously improve the online level, reach the leading level of the asset management scale among the city commercial banks in China, and build an all-round asset management institution.

4. Refining the organizational structure and talent system adapting to the development of the financial market line

The Bank will establish and refine the uniform investment research system and talent team covering macro research, fixed income, equity, foreign exchange and precious metal under the financial market business line, and form a uniform financial market risk management and control system, vigorously promote technology-enabled investment and trading, and form a new model for mature big data investment research and automatic trading.

IV. RISK MANAGEMENT STRATEGY

(I) Strategic Objectives

At the end of the "second five-year" plan period, all risk management indicators will get close to the average level of city commercial banks nationwide. The Bank will optimize asset structure and steadily improve asset quality. The non-performing loan ratio will be controlled within 2%. The Bank will strengthen the risk management and control capability, establish the thinking of risk bottom line, highlight the implementation of policies, optimize the risk control over large-amount assets, enhance the incentive and constraint mechanism, and reinforce the professional capacity support. Focusing on digital transformation and relying on intelligent risk control system, the Bank will enhance the financial technology's ability to manage the full life cycle of credit, and boost the steady development of the Bank's asset business.

(II) Strategic Measures

1. Building a good risk culture and creating core competitiveness of risk management

The Bank will actively advocate the concept of "risk management creates value and risk prevention is everyone's responsibility", build the risk management culture of "holding in awe, guarding against fear and defending the bottom line", and develop the concept and capacity of front, middle and back offices to prevent and control risks in a coordinated manner. The Bank will adhere to the principle that the overall interests of the Bank are higher than the partial interests, and the long-term interests are more important than the short-term ones, and will not sacrifice the risk bottom line due to the pursuit of short-term profits. All relevant business and management personnel shall revere risks and a level-by-level risk culture transmission mechanism will be formed to ensure that the principle of risk management is implemented from top to bottom.

The Bank will adhere to the prudent risk appetite. Based on the economic development trend and the situation of Henan Province, the Bank will moderately expand business within the scope of capital constraint, historical burden constraint and its own risk management capability constraint. The Bank will establish a risk appetite management mechanism with rich and reasonable indicators, scientific and comprehensive management mechanism, clear and powerful transmission path, accurate and timely monitoring and adjustment to ensure a virtuous circle of business development and risk management. Adhering to seek differentiated development in homogeneous competition, the Bank will build comparative advantages with comprehensive financial services such as product mix and scheme design.

2. Optimizing the risk management mechanism to ensure the continuous improvement of asset quality

The Bank will optimize the credit process and establish a standardized approval system led by the industry. Guided by characteristic industrial research and using big data analysis as the starting point, the Bank will build a four-in-one agile working mechanism of "industrial research + data + strategy + credit review", realize forward-looking risk prevention and control and differentiated credit approval, lead investment in high-quality asset, and optimize and adjust credit structure. The Bank will actively manage risks and enhance the value of risk return. The Bank will conduct risk decision-making based on RAROC (Risk Adjusted Rate of Return on Capital) assessment leading mechanism, and guide the allocation of resources to key industries, key products, key institutions and key regions. The Bank will optimize the risk management mechanism of innovative business, reasonably set up new product risk assessment, acceptance review, exit review, shutdown and other control links, continue to improve the risk audit mechanism of new product trial in advance, support new product trial in key areas and pilot areas in advance, and improve the efficiency of product innovation. The Bank will actively support the credit business in the fields of green economy, low-carbon economy and circular economy, explore comprehensive green financial service schemes in light of local conditions, step up the innovation of green financial services, enhance the gradual increase of the proportion of green loans, and promote the sustainable and healthy development of green financial business such as green credit and green bonds.

The Bank will consolidate the post-loan infrastructure and realize the closed-loop management of the whole life cycle of credit assets. The Bank will develop standardized post-loan management operating procedures, refine the prescribed actions of post-loan management, strengthen training conduction and assessment and evaluation, and improve the post-loan management ability of business personnel; build and rely on the new post loan management system to realize the "online, mobile, differentiated, strategic, automatic and intelligent" post-loan management of all customers, all products and all processes, so as to improve the quality and efficiency of post-loan management; perfect the early warning management mechanism such as regular inventory and active withdrawal, strengthen the control power of early warning before, during and after the loan, and enhance the forward-looking initiative and effectiveness of risk prevention and control; strengthen the consciousness of the first person responsible for risk management for each line of defense, improve the evaluation and assessment mechanism of post-loan management of business lines, and consolidate the direct responsibility of post-loan management of business lines; establish a normal post-loan inspection and rectification evaluation mechanism that combines regular self-inspection of operating institutions, cross-inspection of branches and spot check of head office, so as to form a post-loan management mechanism in which head office and branches coordinate and co-manage risks and business lines.

The Bank will build a professional, intelligent and open professional management system for non-performing assets. The Bank will strengthen the construction of professional collection team and set up high-quality elite collection team; launch intelligent security system to realize the whole process of online management of non-performing assets so as to greatly enhance the contribution of big data to the collection work; build the non-performing assets disposal ecosystem, realize the efficient matchmaking of asset side, capital side, judicial department and professional service providers, and strive to improve the efficiency of non-performing assets disposal.

3. Building an agile and active risk management system to enhance the ability of risk creating value

The Bank will continuously improve the credit risk management system of the

Group in accordance with the principle of vertical independence, centralization and unification. The Bank will continuously improve the scientific, rigorous, agile and efficient credit approval and authorization management mechanism with equal responsibilities and rights, ensure appropriate authorization, regular reinspection and dynamic adjustment, and guide the whole bank to control the quality of assets; strictly implement the unified credit management in line with the principle of "substance is more important than form", and conduct full caliber management on the credit business that bears the substantial credit risk. The Bank will strictly implement the appointment system of risk directors of first-class branches and the remote communication mechanism, and implement the hierarchical credit audit committee system to ensure the effective downward transmission of risk appetite and management tentacles. The Bank will optimize the management of credit concentration, strengthen the unified credit management and limit management of the Group's customers, prevent excessive credit, continuously optimize the concentration of credit customers and industries, reduce the tendency of relying on major clients, never become the largest credit bank in principle, strengthen the management of large credit duration, and effectively control the risk exposure of large customers. The Bank will actively support the real operating enterprises, rely on the scene to expand the basic customer base, and increase the proportion of medium-sized customers. The Bank will optimize the approval structure, and establish a risk line of vertical management, and the agile response architecture dispatched with risk team. Credit policies will be managed by risk lines in a unified way. Approval centers will be set up in key areas. Retail, small and micro businesses and trading banks can directly meet business needs through the establishment of risk management centers. The risk management of the whole process will be strengthened by means of data cross validation, so as to realize the standardization and digitization of approval.

4. Strengthening the overall risk management of the Group and improving the risk management system

The Bank will improve the market risk management system with clear rights and responsibilities and efficient operation according to the principle of clear division of labor and mutual checks and balances, continue to optimize the market risk limit control mechanism, and improve the valuation ability and market risk management level of innovative trading business. The Bank will establish a liquidity risk management system covering both inside and outside the balance sheet, local and foreign currencies, and the whole institution to build a tight liquidity risk defense line. The Bank will establish a complete operational risk management system that is suitable for the nature, scale and complexity of the whole bank's business, systematically collect, track and analyze operational risk events and loss data, capture the operational risk status and dynamics of each business line and branch, and improve the precise control of operational risk. The Bank will comprehensively improve the risk response and resolution capacity, and constantly strengthen the compliance risk management mechanism that overall management aligns with concrete work division. The Bank will strengthen IT risk management, optimize the Group's IT risk management mechanism, and continuously improve the Bank's IT risk overall management and control ability. The Bank will strengthen strategic risk management, establish a framework for strategic risk management, and evaluate the possible losses caused by strategic risk and its impact on capital level. The Bank will strengthen the reputation risk management, optimize the reputation risk management process, improve the reputation risk management level of the Group, and effectively maintain the brand reputation.

5. Consolidating the digital foundation of risk management and building an intelligent risk control system

The Bank will accelerate the development and application of risk management tools, build an IT platform for risk management informatization, and promote the development of risk measurement towards intelligent risk identification and digital risk measurement. The Bank will comprehensively improve the accuracy and adaptability of the model, strengthen the development and application of data-driven model, establish a digital model driven credit life cycle system, and promote the comprehensive anti-fraud identification ability in an all-round way. The Bank will reconstruct the "five-in-one" core + peripheral system of digitalization, intelligence, platform, modularization and mobility, improve the interaction ability of the system, and improve the quality and efficiency of the whole process management. The Bank will accelerate the construction of a comprehensive and three-dimensional intelligent risk management system platform, embed risk management and control into the process, integrate and reshape the risk management process, and support the intelligent improvement of credit management in the whole life cycle.

V. INNOVATIVE BUSINESS STRATEGY

(I) Strategic Objectives

Guided by financial technology and with the goal of opening up a "quadratic curve" of growth, the "Bank As A Platform (BAAS)" business model is constructed as the digital core incubation and innovation business of Zhongyuan Bank to contribute to the stable and sustainable development of Zhongyuan Bank in the next five years.

(II) Strategic Measures

1. Building digital product system

One is to enrich the shelves of digital products. With the help of financial technology to incubate digital financial products verified by the market, the Bank can achieve active empowerment on the premise of effectively supporting business, and gradually build and improve the digital product shelf of Zhongyuan Bank.

The second is to reshape the digital journey of products. It will practise "customer-centered" to create value and work together with all business lines to carry out digital remodeling from product design, incubation, marketing, risk control, operation and other key links based on the customer journey.

The third is to establish a "three-in-one" online product operation system. In the process of product creation, it will gradually build "0 to 1, 1 to 100 +" product operation, user operation (user growth, for innovation and activity), business operation (for performance realization, asset scale income and other business indicators promotion) "three-in-one" operation system together with each business line.

The fourth is to innovate data products. It aims at the component, modular and cloud development of Taiwan products in the output data, as well as the automation and intelligent application of use case related platforms.

2. Building an open banking platform and creating a science and technology ecology

The Bank will explore the open banking model, build an open banking platform, and support the combination of cross-border cooperation strategy of "go global" and "bring in".

One is to build an open banking platform and product micro service. The Bank will gradually build the basic integration components, reconstruct the internal system through API and micro service technology, realize the standardized packaging and output of superior products and services, and establish the foundation of "going out" cross-border cooperation.

The second is to jointly build ecological deployment. Support the Bank's self-construction and the third-party cooperation to build SaaS deployment, and cooperate with partners to build an open and win-win financial ecosystem are important carriers to realize the "bring in" of partners and provide opportunities and capabilities for all parties in the ecosystem to evolve together.

3. Comprehensively improving AI data application ability

One is to optimize the use case planning of all lines in the Bank. The Bank plans big data use cases in combination with business line strategies. Retail line cases focus on four directions: refined customer group use cases, high-frequency scenario application, online real-time prediction use case deployment, and combination of artificial intelligence, blockchain and other scenario applications; company line use cases focus on small, medium and micro digital marketing and upstream and downstream knowledge mapping.

The second is to complete use case development and operation. Continuous use case is developed for the operation of retail, company, risk, middle and back office.

The third is to expand digital application capabilities. The Bank will cooperate with Zhongyuan Digital School to provide data application ability ("digital quotient") training for all staff of the Bank; record relevant digital ability training courses for all digital colleges of the Bank, including online course recording, offline lecture development and other training and ability improvement.

4. Joint innovation output

The Bank continues to promote joint innovation, including four major joint innovation business directions of financial products, data products, consulting service output, and building business ecology.

VI. SUBSIDIARY STRATEGY

The comprehensive operation of Zhongyuan Bank has achieved initial results. In the next five years, it will steadily promote the Group's collaborative development, strengthen the Group's internal strategic coordination, business coordination, risk control coordination, science and technology coordination and cultural coordination, focus on product complementarity, customer service and other aspects of collaborative linkage, give full play to the parent bank's resource advantages, refine customer hierarchical operation, and establish a unified customer relationship within the Group's credit and business cooperation mechanism and continuously improve the Group's comprehensive financial services and value creation ability. AB Leasing Co., Ltd. and Henan Zhongyuan Consumer Finance Co., Ltd. take the initiative to connect with the capital market, form a benign mechanism of capital supplement, and strive to be listed during the second five-year plan.

Adhering to the business philosophy of "professional operation and market-oriented management", AB Leasing Co., Ltd. focuses on upgrading quality and adjusting structure, pays attention to three major fields of infrastructure, industrial finance and automobile leasing, and strives to become an excellent financial leasing company with excellent efficiency, outstanding professionalism and sustainable development capability. The asset size at the end of the planning period reached RMB53.2 billion, achieving a net profit of RMB550 million and keeping the non-performing ratio within 1.5%.

Henan Zhongyuan Consumer Finance Co., Ltd. takes the responsibility of inclusive consumer finance, relies on the advantages of technological innovation, actively transforms the business development model, and significantly increases the proportion of independent customer acquisition and business. In the future, we will focus on improving the three major capabilities of digital risk control, scenario-based customer acquisition and online operation to build the most valuable consumer finance company. The asset size at the end of the planning period will reach RMB39.6 billion, achieving a net profit of RMB530 million and keeping the non-performing ratio within 2.5%.

In accordance with the overall requirements of "returning to the origin and steady development", the county banks will adhere to the positioning of supporting "farmers and small and micro business", and carry out market layout and service model innovation in four aspects: small loans for small and micro enterprises, consumer loans for urban residents, value chain loans for core enterprises in the rural value chain and business loans for rural entrepreneurs. The asset size at the end of the planning period will reach RMB19.6 billion, achieving a net profit of RMB124 million and keeping the non-performing ratio within 2.80%.

Chapter Five Development Strategy Support and Security

I. PARTY CONSTRUCTION LEADS DEVELOPMENT

Guided by XI Jinping Thought on Socialism with Chinese Characteristics for a New Era, we conscientiously implement the spirit of the national conference on Party construction of state-owned enterprises, adhere to the leadership of the Party, strengthen the political, ideological, organizational, style, discipline and institutional construction of the Party, focus on the center, serve the overall situation, promote the Party's construction work to go deeper and deeper, and lead high-quality business development with high-quality Party construction.

First, we give full play to the leading role of the Party Committee in "controlling the direction, managing the overall situation and ensuring the implementation", guide Party members and cadres to enhance the "Four Consciousness", solidify "Four Confidence", and resolutely achieve the "Two Maintenance". Adhering to the people-centered development ideology, we conscientiously implement the major decisions and deployments of the Central Government and the requirements of the Henan Provincial Party Committee, with a high sense of political responsibility to do pragmatic work. We give full play to the important role of finance in fighting the "Three Critical Battles", serving the real economy, and supporting rural revitalization, etc.

Second, by seriously studying and implementing XI Jinping Thought on Socialism with Chinese Characteristics for a New Era, we take the ideological and political work as a regular and fundamental work of Party organizations at all levels, and adopt the Party's theory to enrich the mind, guide practice and promote work. We combine the ideological problem-solving with the customer service, practical work and the blockage in the minds of employees, so as to build, win, warm and stabilize the public feeling.

Third, we promote the standardization of branch construction, focus on the basic team, basic organization, basic system, basic activities, basic security, give full play to the role of the Party branch of the fighting fortress and the role of Party members as pioneers, and constantly consolidate the management function of grass-roots Party organizations, educational function and service function.

Fourth, we adhere to run the Party comprehensively with strict discipline, promote the construction of the "Three Don'ts" mechanism as a whole, thoroughly implement the eight-point decision of the Central Government, continue to rectify the "formalism, bureaucratism, hedonism, and extravagance" problem, organically integrate the construction of the Party style and clean government with compliance management, enhance the awareness of compliance, and create a clean and upright business environment and a culture of honesty and integrity.

Fifth, we keep pace with the digital transformation, promote the online and digital Party construction, and creatively promote the Party construction work of high quality. Strengthen the deep integration of Party construction and management work, and test the effectiveness of Party construction by the results of business development.

II. CULTURE AND BRAND BUILDING

In response to the core values of "stability, innovation, motivation and efficiency", and the strategic vision of "distinctive, customer-centered, technology-powered and innovation-led first-class commercial bank", Zhongyuan Bank has enhanced the penetration and cohesiveness of its culture, and implanted the image of a young, new and innovative digital bank deeply in people's hearts, created the financial culture with characteristics of Zhongyuan Bank as the benchmark of Henan and national urban commercial banks, thereby enhancing the characteristic "calling card" of Zhongyuan Bank.

First, the construction of "one core, two poles and three circles" of the communication system construction. With Zhongyuan Bank's brand culture communication as the core, Zhongyuan Bank has built "two poles" of communication, one of which is to enhance the influence of Zhongyuan Bank's own integrated media communication system, including the internal magazine, internal website, WeChat and three-party cooperation platform, to greatly enhance the internal cohesion of Zhongyuan Bank's brand culture and external independent communication power. The other pole means external media platform by which the Bank can expand the coverage and influence of communication, especially enhancing the mainstream new media platform communication influence. Three circles refer to the core circle, the middle circle and the outreach circle of Zhongyuan Bank's cultural communication system. The Bank does a good job in the construction, maintenance and operation of each communication circle.

Second, we create an endogenous driving force to boost the development of the Bank. We implement the strategy of "Internetization and Ruralization of Banking Services", enhance the transmission of corporate core values, strengthen the dissemination of corporate strategies and tactics, and build a strong cultural soft power for Zhongyuan Bank's second five-year plan. Let steady development provide strategic stability and compliance guarantee for long-distance voyage, let innovative ideas inject inexhaustible power for moving ahead, let enterprising spirit motivate all bank employees to maintain the spirit of climbing to the top, let efficient culture promote our Bank to grasp the first opportunity in the rapidly changing market, make corporate culture an important driving force for the construction of talents in the whole Bank, and make efforts to build a staff team rich in combat power, execution power and cohesion, and shape an excellent corporate image.

Third, we continue to enhance brand awareness and reputation. We promote the image of Zhongyuan Bank as a young, vigorous and innovative digital bank, and the characteristic brand of "data bank, technology bank, future bank" to be deeply rooted in the government, peers, partners and all social classes.

"A company with strong professional ability will naturally have a good reputation", the construction of culture and brand and the high quality development of the whole bank promote each other. In the future, we will continue to promote cultural construction, focus on building a distinctive cultural system, comprehensively enhance the core competitiveness of our Bank, and promote the progress of our Bank in keeping with the times, the prosperity of the region, and the development of our country.

III. THE CONSTRUCTION OF GOVERNANCE SYSTEM

(1) Optimize the Organizational Structure

The first is to deepen the "customer-centered" business philosophy, continue to optimize and expand tribalization structure based on cross-functional entity groups, further explore the dynamic agile group models divided based on product, customer group and business support, break down departmental barriers, open organizational boundaries, shorten the management chain, achieve full process agility and specialization in product development and customer service, and explore customer value in depth, with flat structure, verticalization, and specialization as the core principles and achieving the "secondary agility" of the organization as the goal.

The second is to build a "strong head office" strategy, gradually strengthen the decision-making, management, and supervision functions of the head office, build a "strong head office" business operation structure with perfect front-end marketing service functions, strict management control in the middle, and strong background support and guarantees, and further strengthen the head office service and empowerment support, highlighting intensive management and economical processes.

The third is to promote the digital transformation strategy to develop in depth, focus on building an open bank, gradually improve business innovation line organizational structure and personnel supply, help build a science and technology ecological environment and open platform, and strive to become a new financial service institution with the property of "science and technology finance".

(II) Improve Corporate Governance

We promote the organic integration of Party leadership and corporate governance. We will continue to explore and improve the ways and approaches for the organic integration of Party leadership and corporate governance, further institutionalize, standardize and routinize Party leadership into corporate governance, make Party organization an organic part of the corporate governance structure, and ensure that Party organization play the leading role, set the direction, manage the overall situation, and ensure that they are implemented.

We timely issue A shares for refinancing. We will implement the spirit of financial openness, keep a close eye on changes in domestic capital market policies, actively connect with the capital market, introduce strategic investors, start the A-share listing process in a timely manner, effectively supplement our Bank's core tier one capital, and lay a capital foundation for our Bank's business development while expanding our ability to make full use of domestic and international capital markets.

We strengthen the management of Shareholders' equity. We continue to explore ways to optimize the Shareholders' structure, and strive to build a scientific and reasonable ownership structure. We further improve services for shareholders, pay special attention to protecting the rights and interests of minority shareholders, and improve investor relations. We continue to regulate Shareholders' behavior, strengthen the management of related transactions, and guard against related financial risks in the meantime.

We improve the quality and effectiveness of the performance of governance bodies. We innovate and enrich the means and methods for the Board of Directors and the Board of Supervisors to perform their duties, strengthen the assessment and evaluation of the Board of Directors and the Board of Supervisors to further guide their duty performing actively, improve the performance quality and efficiency of the Board of Directors and the Board of Supervisors, and enhance the operational efficiency of the corporate governance system.

IV. OPTIMIZATION OF OPERATION MECHANISM

(I) Human Resources

1. Personnel planning

First, the strategic layout of talent development should be planned in advance to achieve rational allocation of human resources throughout the Bank. On the basis of reducing the total amount and strictly controlling the staff size of the whole Bank, we will implement the "strong head office" talent strategy, further improve the professional and tiered talent team system, and continuously improve the head office's empowerment service capabilities to branches; continue to optimize the staff structure of the whole Bank, reasonably allocate the proportion of staff in the front, middle, back grounds and each line, further rationalize the structural elements such as the distribution, level and type of staff, and gradually improve the per capita efficiency.

Second, we will accelerate the enrichment of the Bank's strategic talent pool in the field of information technology based on the development concept of "managing and revitalizing the Bank through science and technology". Through foreign talent introduction, internal training echelon and other ways, we will constantly expand the team of financial technology talents, build a multi-level, three-dimensional digital talent system, effectively guarantee the service and support of financial technology for business transformation.

Third, we will further promote the "management + specialty" sequence dual-channel training system, build an independent, smooth and stable talent career development channel, focus on cultivating a group of high-quality management talents and professional technical talents, and further stimulate the innovation vitality and endogenous power of the Bank's talent team, provide solid talent guarantee for the transformation, upgrading and high-quality development of the whole Bank.

2. Capacity Improvement

We will focus on improving the digital application capabilities of employees and tailor curriculum learning systems that match the career development of employees at different levels and aspects with the goal of implementing the strategic direction of the Bank, training T-shaped talents, and establishing a learning organization, centered on the professional qualification system for employees, relying on the construction of the digital academy platform, and on the basis of broadening the professional breadth and depth of employees.

In the aspect of platform construction, the digital learning platform integrating curriculum development, teacher management and teaching practice has been built. In terms of course teachers, a knowledge management system with courses and lecturers resources as the core has been established. In the matter of operation, a closed-loop operation mechanism with digital platform support and all-round institutional guarantee has been set up. The Bank will truly realize the mission of corporate university inheritance culture, boost business, empowering transformation and conducting industrial ecology

(II) Planning Finance

Adhering to the strategic guidance, we continuously improve the planning financial policy system for the implementation of strategic direction and digital transformation, and guide the active innovation of business models; strengthen business overall promotion and digital transformation application capacity development, promote the transformation of the Bank's business model and high quality development; drive the promotion of bank value through mechanism innovation and management to realize the outstanding commercial bank strategic vision guided by innovation.

First, we improve the customer-centered, market-oriented, and profit-targeted evaluation system. Adhering to the orientation of strategies, customers, markets and quality, we guide the expansion of customer base, promote the growth of market share; improve the economic profit targeted evaluation system, comprehensively measure the economic benefits, improve economic profit level, guide the step towards a high-quality development stage driven by "profit, quality and scale".

Second, we innovate digital transformation incentives to guide the transformation of business model. Adhering to internetization and ruralization of banking services and digital transformation strategy, we strengthen new format and new model research under the background of digital transformation, active innovate and improve the supporting incentive mechanism, promote the innovation of products, channels and marketing methods, and guide the transformation of business model.

Third, we enhance the forward-looking policies of asset liabilities and improve the risk pricing system. Based on the strategic orientation and regulatory requirements, we improve market situation analysis capabilities and further enhance the initiative and prospectiveness of asset-liability management; on the basis of fully identifying the cost of metrology risk, we constantly improve the comprehensive pricing system in the full-cost base, with target return reference and overall contribution basis.

Fourth, we improve digital application capabilities, advance the transformation evaluation system, and promote the further transformation. We enhance the digital transformation application capabilities of planning finance personnel, promote the construction of analysis platform, and build a professional business analysis team, providing data support for the Bank's business development; improve the transformation evaluation system, fully evaluate the transformation effect, promote the further transformation and advance the bank-wide business capability.

Fifth, we strengthen the planning of fiscal and taxation policies, and improve the management system of "business-finance integration". By actively studying the national new fiscal and taxation system, we fully enjoy the tax preferential policies, make a good planning of fiscal and taxation policy, establish and improve the "business-finance integration" management mechanism and improve the delicacy level of financial management.

Sixth, we enhance the contribution of subsidiaries and promote the joint cooperation of group business. We improve the subsidiary management system, actively guide the stable growth of the subsidiaries' scale and profit, improve the overall performance contribution; strengthen the group management, take full advantage of the parent and subsidiary company's license on the basis of compliance management, and build a collaborative mechanism to promote the joint development of Group's business.

(III) Accounting Operations

We implement the concept of digital transformation with customers as the core, "accounting management, process management, risk management, operation support" as the foundation. We construct on-line digital intelligent operation management system and strengthen operational risk management, enhance customer service experience, and achieve the bidirectional balance of efficiency and risk to achieve operational value.

First, intensive operation is conducted to construct a standardized, intensive operation management model. We carry out hierarchical intensive management of the Bank's operations, authorization and supervision business; establish a centralized operation and off-site emergency protection processing models with the head office as the major part and the branches as the subsidiary part. We create an intelligent financial reimbursement system and create financial sharing operation model.

Second, intelligent risk management is conducted to realize the full coverage of the operational risk management in terms of outlet, business, channel, process, and system. We combine the big data with biometric identification technology to implement customer identity E-KYC management, construct an enterprise-level anti-fraud platform and offline data analysis platform of full business and full procedure, construct a cooperative and complementary control model of operational risks in advance, incident, and afterwards.

Third, agile services are applied to provide agile, fast and extensive supporting services for business lines and customers more actively. Person identification, accounting system, accounting rules, acceptance channel, restriction means and other procedures are modularized to boost the accounting management through business scenario, design differentiated optimal business process. We continuously explore the "contactless" model to create a remote bank operation center, serving both the customers and marketing.

V. IT DEVELOPMENT

Revolving around customers, we adhere to the development concept of "a technology bank and a data bank", develop from the technology-supporting business to technology-powered business innovation, and construct a technology-powered, innovation-guided "digital future bank", thereby transitioning from a follower to the leader.

First, we optimize the improvement of IT governance architecture and build a regional area of scientific and technological talents. We further strengthen business integration, construct a scientific organization architecture that matches the development of various business lines, continuously improve performance assessment and personnel flow mechanisms, and promote the leading effect of technology driving business development. The scale of the scientific and technological teams in the Bank will reach 1,500. Professional and composite digital talent training system is constructed. Having combined the professional sequence construction to optimize talents structure, the ratio of junior, medium and senior personnel is 3: 4: 3.

Second, we strengthen the top design of enterprise-class architecture, strengthen the construction of architecture governance system and the full life cycle management of API governance, and promote our application evolving towards modern enterprise-class architecture. Adhering to the "strong background, big middleground, agile foreground" architecture concept, we build cloud primary technology system, strengthen the construction and promotion of infrastructure such as container, micro service and service grid, continuous iteration optimization of enterprise-class unified development platform, distributed middleware and other basic platforms, building a distributed database, to realize the cloud-based transformation of the entire technical architecture. We improve the business middleground system, build a unified business center of users, accounts, products, payment, credit, etc., supporting the rapid iteration of products and low-cost innovation.

Third, we fully realize the transformation of data, providing open, standard, and convenient one-stop service for internal and external parts. Big data, artificial intelligence, privacy calculation, block chains and other technologies are adopted to build internal + external dual circulation data asset value ecosystem, and realize internal and external data fusion and value flow. Revolving around digital marketing, customer service, risk control, operation management, we focus on the full-scenario AI application capabilities and build data intelligent service systems. Internally, we take product sales promotion as the core objectives, with data intelligence as a starting point, build a refined management system of full life cycle customers value, reshape customer journey, boost business continuous growth; externally, through the scenario ecological innovation, we give full play to the value of external cycle data asset to form a benign closed loop of the scenario ecology and data intelligence two-way drives, and advance the development of digital business model innovation.

Fourth, continuously improve the "two-way three-center" accommodation system architecture, construct standardized, high performance, intelligent "Lianhu Data Center". We vigorously promote the construction of cloud infrastructure and build an integrated mixed cloud service system. We build an AIOps intelligent IT operation and maintenance management system to realize the digital transformation of operation and maintenance management.

Fifth, we strengthen the construction of information technology risk management system, build an agile and lean digital R&D management system, and deepen the practice of dual-mode and multi-speed project management and DevOps technology engineering. We build an information security system for active defense in depth, continue to improve the securityoperation and data security management system, in order to promote the construction of an intelligent security operation technology platform. We promote the innovative construction of software and hardware information technology applications such as servers and operating systems.

Sixth, we follow up with cutting-edge technologies such as big data, artificial intelligence, 5G, blockchain, and the Internet of Things, focus on empowering financial services to improve quality and efficiency, strengthen financial risk prevention and control, etc. and promote the application of financial technology.

VI. INTERNAL CONTROL COMPLIANCE MANAGEMENT

Adhering to the risk-based and prudent business philosophy, we continue to improve internal control and compliance management capabilities, build a standardized and effective internal control system that dynamically adapts to the development strategy, ensure the implementation of relevant national laws and regulations, as well as the Bank's internal rules and regulations to ensure the effectiveness of risk management, ensure the truthfulness, accuracy and completeness of business and accounting information, and ensure the realization of our development strategy and business objectives.

First, we improve the organizational mechanism. We further improve the internal control and compliance management organizational structure, set up an independent compliance department at the head office and branches, set up full-time internal control and compliance personnel/teams in business lines or departments, implement the establishment of internal control and compliance positions and performance evaluations in each department, and strengthen the performance of the first defense's internal control compliance responsibilities.

Second, we strengthen the implementation of internal control measures. We maintain systems and processes to dynamically apply business management, improve supervision and control mechanisms in terms of governance structure, organization, job setting, and assignment of powers and responsibilities; enrich management tools, measures, and systems, establish and improve off-site monitoring and management mechanisms for compliance risks, and move forward risk identification and control gates to improve risk prevention and control capabilities; focus on the use of cutting-edge technology, effectively integrate internal control processes with business and management information systems, and strengthen automatic control of business and management activities; strengthen employee behavior management, and improve abnormal behavior monitoring, investigation, and punishment mechanisms to prevent operational and case risks; accelerate the promotion of centralized screening models, realize "one center" management of suspicious transactions at the legal person level, use big data platforms to share information, strengthen real-time dynamic management and control of customer money laundering risks; establish consumer rights protection teams, and improve the mechanism of consumer rights protection, and customer complaint handling to effectively improve customer service and management.

Third, we build a digital compliance risk control system. We optimize and upgrade the compliance management information system, launch the compliance off-site monitoring system, share the risk management information of the three lines of defense to form a combined force for supervision and improve management quality and efficiency.

Fourth, we improve compliance incentives and constraints. We establish a multi-dimensional compliance management evaluation index system to scientifically evaluate compliance management capabilities and risk distribution from multiple perspectives such as business and institutions; strengthen problem rectification and accountability handling, and improve compliance supervision, inspection, and error correction accountability.

Fifth, we cultivate a good compliance culture. We strengthen education, training and compliance assessment, carry out high-level publicity and various forms of compliance publicity, establish and improve a good internal control and compliance culture with active compliance with laws and compliance operations as the core.

Sixth, we enhance the effectiveness of audit supervision. We innovate audit measures, with big data thinking throughout the entire audit process, changing from static evaluation of prices to dynamic continuous evaluation, from traditional post-event audits to pre-warning and in-event risk prompts; strengthen the use of audit results, establish and improve audit detection long-term mechanism for problem rectification, and maintain closed-loop management to improve supervision efficiency.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

ʕࡡვБٰ΅Ϟࠢʮ̡*

ZHONGYUAN BANK CO., LTD.*

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code of H Shares: 1216)

(Stock Code of Preference Shares: 4617)

NOTICE OF 2020 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 annual general meeting (the "AGM") of Zhongyuan Bank Co., Ltd. (the "Bank") will be held at 2:30 p.m. on May 10, 2021 (Monday) at Sheraton Grand Zhengzhou Hotel, No. 33, Jinshui East Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC to consider and approve, if thought fit, the following resolutions:

Ordinary Resolutions

  • 1. to consider and approve the Work Report of the Board of Directors for 2020;

  • 2. to consider and approve the Work Report of the Board of Supervisors for 2020;

  • 3. to consider and approve the Final Account Report for 2020;

  • 4. to consider and approve the Profit Distribution Plan for 2020;

  • 5. to consider and approve the Financial Budget Report for 2021;

  • 6. to consider and approve the appointment of accounting firm for 2021;

  • 7. to consider and approve the Directors Remuneration Report;

  • 8. to consider and approve the Supervisors Remuneration Report;

  • 9. to consider and approve the "Second Five-Year" Strategic Plan.

On behalf of the Board

Zhongyuan Bank Co., Ltd.*

DOU Rongxing

Chairman

Zhengzhou, the PRC

March 29, 2021

As of the date of this notice, the board of directors of the Bank comprises Mr. DOU Rongxing, Mr. WANG Jiong, Mr. LI Yulin and Mr. WEI Jie as executive directors; Ms. ZHANG Qiuyun, Mr. LI Xipeng and Mr. MI Hongjun as non-executive directors; Ms. PANG Hong, Mr. LI Hongchang, Mr. JIA Tingyu and Mr. CHAN Ngai Sang Kenny as independent non-executive directors.

*

Zhongyuan Bank Co., Ltd. is not an authorized institution within the meaning of the 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 and/or deposit-taking business in Hong Kong.

Notes:

  • 1. Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (the "Listing Rules"), all resolutions proposed at the AGM will be voted by poll (except for the resolutions concerning relevant procedures or administrative matters which the chairman of the AGM decides to permit the vote by a show of hands). The voting results will be published on both the websites of the Stock Exchange (www.hkexnews.hk) and the Bank (www.zybank.com.cn) in accordance with the Listing Rules.

  • 2. CLOSURE OF THE REGISTER OF MEMBERS

    The Bank's register of members will be closed from May 5, 2021 (Wednesday) to May 10, 2021 (Monday), both days inclusive, during which period no transfer of the shares of the Bank (the "Shares") will be effected. The shareholders of the Bank (the "Shareholders") whose names appear in the Bank's register of members on May 10, 2021 (Monday) shall be entitled to attend and vote at the AGM.

    For a Shareholder to be eligible for attending and voting at the AGM, all transfer documents together with the relevant share certificates and other appropriate documents must be delivered to the H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for the H Shareholders) or the office of the board (the "Board") of directors of the Bank at Zhongke Golden Tower, No. 23 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC (for the domestic Shareholders) not later than 4:30 p.m., May 4, 2021 (Tuesday).

  • 3. PROXY

    Any Shareholder entitled to attend and vote at the AGM is entitled to appoint one or more person(s) (if the Shareholder holds two or more issued Shares), whether (each of) such person is a Shareholder or not, as his/her/its proxy or proxies to attend and vote on his/her/its behalf at the AGM.

    The proxy concerned must be appointed with a power of attorney. The power of attorney concerned must be signed by the principal or the representative duly authorized in writing by the principal. If the principal is a legal person, the power of attorney shall be affixed with the common seal of the legal person or signed by its director or a representative duly authorized in writing. If the power of attorney of the proxy is signed by the authorized person of the principal under a power of attorney or other authorization documents given by the appointer, such power of attorney or other authorization documents shall be notarized and served at the same time as the power of attorney. To be valid, the form of proxy, together with a notarially certified copy of the power of attorney or other authority must be delivered to the H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for the H Shareholders) or to the office of the Board at Zhongke Golden Tower, No. 23 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC (for the domestic Shareholders) not later than 24 hours before the scheduled time for the holding of the AGM or any adjournment thereof (as the case may be).

    After the completion and return of the form of proxy and the power of attorney, you can attend and vote in person at the AGM or any adjournment thereof should you so wish. In this case, the power of attorney will be deemed to have been revoked.

In case of registered joint holders of any Shares, one of the registered joint holders can vote on such Shares in person or by proxy as the only holder entitled to vote. If one or more registered joint holders attend the AGM in person or by proxy, the vote of the person (in person or by proxy) whose name appears first in the Bank's register of members will be accepted as the sole and exclusive vote of such joint holders.

4. MISCELLANEOUS

The Shareholders or their proxies shall present their identity documents when attending the AGM (or any adjournment thereof). The legal representative of or any other persons officially authorized by a corporate Shareholder shall present his/her identity documents and the notarially certified documents for appointment as a legal representative or valid authorization document(s) (as the case may be) when attending the AGM (or any adjournment thereof).

The AGM is expected to last for no more than half a day. Shareholders and their representatives attending the meeting shall be responsible for their own traveling and accommodation expenses.

Address of Computershare Hong Kong Investor Services Limited:

17M Floor, Hopewell Centre

183 Queen's Road East Wanchai

Hong Kong

Tel: (852) 2862 8555 Fax: (852) 2865 0990

Address of the office of the Board:

Zhongke Golden Tower

No. 23 Shangwu Waihuan Road Zhengdong New District Zhengzhou

Henan Province the PRC

Tel: (86) 0371-8551 7898 Fax: (86) 0371-8551 9888

The details about the aforesaid resolutions proposed for the consideration and approval at the AGM will be set out in the circular to be despatched by the Bank in due course.

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Zhongyuan Bank Co. Ltd. published this content on 29 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 March 2021 08:53:09 UTC.