鄭州銀行股份有限公司 Bank of Zhengzhou Co., Ltd
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鄭州銀行股份有限公司 BANK OF ZHENGZHOU CO., LTD. (於中華人民共和國註冊成立的股份有限公司) (A joint stock company incorporated in the People's Republic of China with limited liability) 股份代號 Stock Code: 6196 優先股股份代號 Preference Shares Stock Code: 4613 INTERIM REPORT 2020 中期報告 CONTENTS IMPORTANT NOTICE 2 DEFINITIONS 3 CHAPTER I CORPORATE INFORMATION 6 CHAPTER II HIGHLIGHTS OF ACCOUNTING DATA AND MAJOR FINANCIAL INDICATORS 11 CHAPTER III MANAGEMENT DISCUSSION AND ANALYSIS 14 CHAPTER IV CHANGES IN SHARE CAPITAL AND INFORMATION ON SHAREHOLDERS 79 CHAPTER V ISSUANCE OF PREFERENCE SHARES 93 CHAPTER VI DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT, STAFF AND INSTITUTIONS 95 CHAPTER VII CORPORATE GOVERNANCE 105 CHAPTER VIII SIGNIFICANT EVENTS 109 CHAPTER IX REVIEW REPORT 119 * This Report is prepared in both Chinese and English. If there are any discrepancies between the Chinese and English versions, the Chinese version shall prevail. IMPORTANT NOTICE The Board of Directors, Board of Supervisors and Directors, Supervisors and senior management of the Bank hereby warrant the truthfulness, accuracy and completeness of the contents of this interim report and that there are no false representations, misleading statements or material omissions, and jointly and severally assume liability for the information hereof. The 2020 interim report (the “Report”) and the announcement of interim results were reviewed and approved at the Bank’s 10th meeting of the sixth session of the Board of Directors held on 28 August 2020; 12 Directors were eligible to attend the meeting and 12 of them attended in person, with several Supervisors of the Bank being in attendance. Unless otherwise specified, the financial information set out in this Report represents data from the consolidated financial statements of the Bank and its subsidiaries, namely Henan Jiuding Financial Leasing Co., Ltd., Fugou Zhengyin County Bank Co., Ltd., Xinmi Zhengyin County Bank Co., Ltd., Xunxian Zhengyin County Bank Co., Ltd. and Queshan Zhengyin County Bank Co., Ltd.. The 2020 interim financial report prepared in accordance with the PRC GAAP and International Financial Reporting Standards by the Bank was unaudited. KPMG Huazhen LLP and KPMG had reviewed the Report in accordance with the PRC and Hong Kong Review Standards, respectively. Mr. WANG Tianyu, the legal representative and chairman of the Board, Mr. SHEN Xueqing, the president, Mr. FU Chunqiao, the person-in-charge of accounting, and Ms. GAO Chenxin, the head of accounting department of the Bank hereby declare and warrant the truthfulness, accuracy and completeness of the financial statements in this Report. The Bank had no plan to distribute cash dividend, bonus share, or issue new shares by way of conversion of capital reserve for the first half of 2020. Forward-looking statements such as future plans mentioned in this Report do not constitute actual commitments of the Bank to investors. Investors and parties concerned should be fully aware of the risks, and understand the differences among plans, estimates and commitments. During the Reporting Period, the Bank was not aware of any material risk that would adversely affect its future development strategies and business targets. The details of the major risks to which the Bank was exposed in its operations and management and the corresponding measures adopted by the Bank are in this Report. For details, please refer to the information in the section headed “Risk Management” in the chapter headed “Management Discussion and Analysis” of this Report. Interim Report 2020 • Bank of Zhengzhou Co., Ltd. 2 DEFINITIONS DEFINITIONS In this Report, unless the context otherwise requires, the following terms shall have the meanings set forth below: “2019 AGM” the annual general meeting of the Bank convened on 20 May 2020 “Articles of Association” the articles of association of the Bank, as amended from time to time “A Share(s)” ordinary share(s) with a nominal value of RMB1.00 each in the share capital of the Bank, which are listed and traded on the Small and Medium Enterprise (SME) Board of the SZSE (stock code: 002936) “Bank”, “Bank of Zhengzhou”, Bank of Zhengzhou Co., Ltd.* (鄭州銀行股份有限公司), a joint stock or “we” company incorporated in the PRC with limited liability on 16 November 1996 in accordance with the PRC laws, and, if the context requires, includes its predecessors, subsidiaries, branches and sub-branches “Board” or “Board of Directors” the board of Directors of the Bank “Board of Supervisors” the board of Supervisors of the Bank “CBIRC” China Banking and Insurance Regulatory Commission, which was officially opened for operation on 8 April 2018 and formed by consolidation of the former CBRC and the former China Insurance Regulatory Commission “CBIRC Henan Office” China Banking and Insurance Regulatory Commission Henan Office, which was officially opened for operation on 17 December 2018 “Company Law” the Company Law of the People’s Republic of China “Corporate Governance Code” the Corporate Governance Code set out in Appendix 14 to the Stock Exchange Listing Rules “CSRC” China Securities Regulatory Commission “Director(s)” the director(s) of the Bank “Former CBRC” the former China Banking Regulatory Commission 3 Bank of Zhengzhou Co., Ltd. • Interim Report 2020 DEFINITIONS “Fugou Zhengyin County Bank” Fugou Zhengyin County Bank Co., Ltd. “Group” the Bank and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollars, the lawful currency of Hong Kong “H Share(s)” overseas-listed foreign share(s) in the share capital of the Bank, with a nominal value of RMB1.00 each, which are listed and traded on the Main Board of the Hong Kong Stock Exchange (stock code: 6196) “Jiuding Financial Leasing Company” Henan Jiuding Financial Leasing Co., Ltd. “Latest Practicable Date” 28 August 2020, being the latest practicable date prior to the printing of this Report for the purpose of ascertaining certain information contained hereof “Macao” the Macao Special Administrative Region of the PRC “MOF” the Ministry of Finance of the People’s Republic of China “Offshore Preference Shares” 59,550,000 shares of non-cumulative perpetual offshore preference shares with a nominal value of RMB100 each issued by the Bank and listed on the Hong Kong Stock Exchange (stock code: 4613) “PRC” or “China” the People’s Republic of China, and for the purpose of this Report only, excluding Hong Kong, Macao and Taiwan regions “Queshan Zhengyin County Bank” Queshan Zhengyin County Bank Co., Ltd. “Reporting Period” the six months from 1 January 2020 to 30 June 2020 “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC Interim Report 2020 • Bank of Zhengzhou Co., Ltd. 4 DEFINITIONS “Securities Law” the Securities Law of the People’s Republic of China “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time “Share(s)” or “Ordinary Share(s)” the A Share(s) and the H Share(s) “Shareholders” the holders of the A shares and H Shares “Stock Exchange Listing Rules” Rules Governing the Listing of Securities on the Hong Kong Stock Exchange “Supervisor(s)” the supervisor(s) of the Bank “SZSE” the Shenzhen Stock Exchange “SZSE Listing Rules” the Rules Governing the Listing of Stocks on the SZSE “Xinmi Zhengyin County Bank” Xinmi Zhengyin County Bank Co., Ltd. “Xinzheng Zhengyin County Bank” Xinzheng Zhengyin County Bank Co., Ltd. “Xunxian Zhengyin County Bank” Xunxian Zhengyin County Bank Co., Ltd. “Yanling Zhengyin County Bank” Yanling Zhengyin County Bank Co., Ltd. “Zhongmu Zhengyin County Bank” Zhongmu Zhengyin County Bank Co., Ltd. * The Bank is not an authorized institution within the meaning of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), and not subject to the supervision of the Hong Kong Monetary Authority, nor being authorized to carry out banking and/or deposit-taking business in Hong Kong. 5 Bank of Zhengzhou Co., Ltd. • Interim Report 2020 CHAPTER I CORPORATE INFORMATION 1 BASIC INFORMATION Legal name in Chinese: 鄭州銀行股份有限公司(Abbreviation: 鄭州銀行) Legal name in English: Bank of Zhengzhou Co., Ltd. (Abbreviation: BANK OF ZHENGZHOU) Legal representative: Mr. WANG Tianyu Authorised representatives: Mr. WANG Tianyu, Mr. FU Chunqiao Board secretary and contact details: Mr. FU Chunqiao Contact address: 22 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, China Tel: +86-371-6700 9056 Fax: +86-371-6700 9898 E-mail: [email protected] Joint company secretaries: Mr. FU Chunqiao, Ms. LEUNG Wing Han Sharon Securities affairs representative and contact Mr. WANG Yongfeng (Note) details: Contact address: 22 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, China Tel: +86-371-6700 9056 Fax: +86-371-6700 9898 E-mail: [email protected] Places of listing, stock abbreviations and A Shares: SZSE BANK OF ZHENGZHOU 002936 codes: H Shares: Hong Kong Stock Exchange BANK OF ZHENGZHOU 6196 Offshore Preference Shares: Hong Kong Stock Exchange ZZBNK 17USDPREF 4613 Unified Social Credit Code: 914100001699995779 Financial licence number: B1036H241010001 Registered address and office address: 22 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, China Postal code of the registered address and 450018 office address: Interim Report 2020 • Bank of Zhengzhou Co., Ltd. 6 CHAPTER I CORPORATE INFORMATION Principal place of business in Hong Kong: 40th Floor, Sunlight Tower, 248 Queen’s Road East, Wanchai, Hong Kong Contact address: 22 Shangwu