2019 ANNUAL REPORT Chapter 1 Corporate Information
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Content Corporate Information 2 Financial Summary 8 Chairman’s Statement 11 President’s Statement 13 Management Discussion and Analysis 16 Changes in Share Capital and Information on Shareholders 79 Directors, Supervisors, Senior Management, Employees and Institutions 89 Corporate Governance Report 114 Report of the Board of Directors 149 Report of the Board of Supervisors 161 Important Events 165 Independent Auditor’s Report 169 Unaudited Supplementary Financial Information 354 Definitions 358 Chapter 1 Corporate Information 1. Basic Corporate Profile Legal Name of the Company 中原銀行股份有限公司1 (abbreviated as 中原銀行) English Name of the Company ZHONGYUAN BANK CO., LTD.1 (abbreviated as ZYBANK) Registered Office Zhongke Golden Tower, No. 23 Shangwu Waihuan Road, Zhengdong New District CBD, Zhengzhou, Henan Province, the PRC Headquarters in China Zhongke Golden Tower, No. 23 Shangwu Waihuan Road, Zhengdong New District CBD, Zhengzhou, Henan Province, the PRC Principal Business Place in Hong Kong 40/F, Sunlight Tower, 248 Queen’s Road East, Wanchai, Hong Kong Board of Directors Executive Directors: Mr. DOU Rongxing (Chairman) Mr. WANG Jiong Mr. LI Yulin Mr. WEI Jie Non-Executive Directors: Mr. LI Qiaocheng Mr. LI Xipeng Mr. MI Hongjun 1 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/deposit-taking business in Hong Kong 2 ZHONGYUAN BANK CO., LTD. 2019 ANNUAL REPORT Chapter 1 Corporate Information Independent non-executive Directors: Ms. PANG Hong Mr. LI Hongchang Mr. JIA Tingyu Mr. CHAN Ngai Sang Kenny Legal Representative Mr. DOU Rongxing Authorized Representatives Mr. JIA Tingyu Mr. ZHANG Ke Joint Company Secretaries Mr. ZHANG Ke Ms. LEUNG Wing Han Sharon Unified Social Credit Code 9141000031741675X6 Financial Licence Institution Number B0615H241010001 Auditors PRC Auditors KPMG Huazhen LLP 8/F, KPMG Tower E2, Oriental Plaza, 1 East Chang’an Avenue, Dongcheng District, Beijing, PRC International Auditors KPMG (Public Interest Entity Auditor registered in accordance with the Financial Reporting Council Ordinance) 8/F, Prince’s Building, 10 Chater Road, Central, Hong Kong ZHONGYUAN BANK CO., LTD. 3 2019 ANNUAL REPORT Chapter 1 Corporate Information Legal Advisors as to PRC Laws King & Wood Mallesons 17–18/F, East Tower, World Financial Center, 1 Dongsanhuan Zhonglu, Chaoyang District, Beijing, PRC Legal Advisors as to Hong Kong Laws Paul Hastings 21–22/F, Bank of China Tower, 1 Garden Road, Hong Kong H Share Registrar Computershare Hong Kong Investor Services Limited Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong Domestic Shares Trustee Agency China Securities Depository and Clearing Corporation Limited 23/F, Tower B, Investment Plaza, No. 27 Jin Rong Street, Xi Cheng District, Beijing, China H Share Stock Code 1216 Preference Share Stock Code 4617 Investor’s Enquiry Website Address: http://www.zybank.com.cn Contact Telephone No.: (86) 0371–85517898 Fax: (86) 0371–85517892 Email: [email protected] 4 ZHONGYUAN BANK CO., LTD. 2019 ANNUAL REPORT Chapter 1 Corporate Information 2. Company Profile Zhongyuan Bank Co., Ltd, the first provincial corporate bank in Henan Province, was established on December 23, 2014 with its headquarters located in Zhengzhou City, the capital of Henan Province, PRC. As of the date of this annual report, the Bank is operating 18 branches and 2 direct sub-branches with a total of 467 outlets. As a major promoter, it established 9 county banks and 1 consumer finance company in Henan Province and 1 finance leasing company outside of Henan Province. Zhongyuan Bank was listed on the Main Board of the Hong Kong Stock Exchange on July 19, 2017. Since its establishment, Zhongyuan Bank has been advancing towards the development goal of “developing Zhongyuan Bank into a leading commercial bank” advocated by Henan Provincial Committee and the provincial government through the “temple-style” shareholding structure, introduction of quality social capitals and deepening the market-oriented mechanisms. Following the three development strategies of “offering featured products in traditional banking business, accomplishing break-through by innovation and taking first-mover advantage in developing future banking” (傳統業 務做特色、創新業務找突破、未來銀行求領先), it actively conducted “Internetization and Ruralization of Banking Services (上網下鄉)” with every endeavor to support local economic construction and serve the society, thus achieving good results in both operations and development. As of December 31, 2019, the total assets of Zhongyuan Bank amounted to RMB709,885 million, representing an increase of 14.4% as compared with the beginning of the year. Zhongyuan Bank was recognized as “Ten Best City Commercial Banks of the Year (年度十佳城市商業銀行)” for five consecutive years by Financial Times and was awarded “Top Ten Iron-horse Banks (鐵馬十佳銀行)”, “Best Listed Company (最佳上市公司)” and “Outstanding City Commercial Bank of the Year (年度卓越城商行)” and other honors. Zhongyuan Bank ranked 181st amongst the top 1,000 banks in the world in terms of tier-one capital by The Banker (UK) in 2019 and the 28th among PRC banks on this list. Zhongyuan Bank was on Fortune’s list of China’s top 500 enterprises in 2019, ranking the 23rd amongst the commercial banks on the list and making it the only financial institution in Henan Province on the list. Zhongyuan Bank has always adhered to the principle of “technology cultivation, technology prosperity (科技立行、科技興行)” since its establishment. Following the concepts of “stability, innovation, motivation and efficiency”, Zhongyuan Bank consistently explored the integration of financial technology and vigorously developed mobile finance and online finance to enhance the overall capability in financial services. It gained a leading position among domestic city commercial banks in terms of the application of financial technology. Zhongyuan Bank initiated digitalized transformation from 2018 and fully carried out the construction of technology and data capability with the target of building an agile and future bank. ZHONGYUAN BANK CO., LTD. 5 2019 ANNUAL REPORT Chapter 1 Corporate Information 3. Major Awards in 2019 (1) On January 9, 2019, the Bank was awarded the prize for “Small and Medium Bank with Highest Financial Technology Value in 2018 (2018年度最具金融科技 價值中小銀行)”. (2) On January 16, 2019, the Bank was awarded the “Prize for Outstanding Issuers (優秀發行機構獎)” and the “Prize for Outstanding Dealers (優秀自營 商)” on medium-term bonds in 2018. (3) On January 17, 2019, the “Meeting of Beijing Financial Assets Exchange on Summary of Debt Financing Programs in 2018 and Prospects on Work in 2019 (北京金融資產交易所2018年度債權融資計劃總結暨2019年度工作展望大會)” was held in Zhuhai and the Bank was awarded the “Prize for Diligence and Struggling (砥礪奮進獎)” and the “Prize for Innovation and Pilot (創新領航獎)” by Beijing Financial Assets Exchange. (4) On March 8, 2019, the Bank was awarded the “Prize for Outstanding Contribution to Joint Construction of the Acceptance Market (受理市場共建突 出貢獻獎)” issued by China Unionpay Corporation (中國銀聯總公司), making it the only financial institution awarded the honor in Henan Province. (5) On March 20, 2019, the “Breaking Through in Digital Transformation – 10th Meeting of China e-Finance Union and the Awarding Ceremony on Online Financial Innovation in the Banking Industry in 2018 (突圍數字轉型第十屆網金 聯盟大會暨2018年度銀行業網絡金融創新表彰活動)” hosted by China e-Finance Union was held in Beijing and the WeChat Bank of the Bank was awarded the “Prize for Best Innovation in New Media Marketing Services in 2018 (2018年最 佳新媒體營銷服務創新獎)”. (6) On July 26, 2019, the Bank was awarded the “Tianji Prize for Financial Technology (金融科技天璣獎) in 2019”. (7) On November 1, 2019, the Bank was awarded the Prize for Best Ten Small and Medium Banks for “Iron-horse Banks” in 2019 issued by the Modern Bankers. (8) On November 11, 2019, the Bank was awarded the “Prize for Growth in Golden Ox Wealth Management (金牛理財成長獎) in 2018”. (9) On November 19, 2019, the Bank was awarded the prize for “Brand Construction Bank in 2019 (2019年度品牌建設銀行)”. (10) On November 19, 2019, the Bank was awarded the prize for “Excellent City Commercial Bank in 2019 (2019年度亞洲卓越城市商業銀行)”. 6 ZHONGYUAN BANK CO., LTD. 2019 ANNUAL REPORT Chapter 1 Corporate Information (11) On November 29, 2019, the Bank was awarded the “Golden Wealth Management (金理財) – City Commercial Bank Wealth Management Excellence Award (城商行理財卓越獎)” in 2019. (12) On December 5, 2019, the Bank was awarded the “2019 Golden Prize of China Electronic Banks–Best Innovation Prize for Agile Banks (2019年中國電 子銀行金榜獎–最佳敏捷銀行創新獎)”. (13) On December 11, 2019, the Bank was awarded the “Prize for Emerging Private Banks (私人銀行新銳獎)” issued by the Association of Private Bankers in Greater China Region (大中華地區私人銀行家協會). (14) On December 13, 2019, the Fourth Annual Conference of China Transaction Banking and the Awarding Ceremony of the Ninth “Golden Trade Prize” for Financial Services Providers Highly Relied by Chinese Economic and Trade Enterprises (第四屆中國交易銀行年會暨第九屆中國經貿企業最信賴的金融服務 商“金貿獎”頒獎典禮) was held in Beijing and the Bank was awarded the “Prize for Best Transaction Banking Services (最佳交易銀行服務獎)”. (15) On December 17, 2019, the “2019 (11th) Financial Summit on Excellent Leadership (2019 (第十一屆)卓越競爭力金融峰會)” hosted by China Business was held in Beijing and the Bank was awarded the “FinTech Bank with Excellent Competitiveness in 2019 (2019卓越競爭力科技金融銀行)”. (16)