Our History and Operational Reform
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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. OUR HISTORY AND OPERATIONAL REFORM HISTORY On November 16, 1996, the Bank was established as a joint-stock commercial bank in the PRC S342(1)(a)(iv) App1A-5 under the name of City United Bank Co., Ltd. of Zhengzhou (鄭州城市合作銀行股份有限公司) after App1A-6 App1A-8(1) being approved by PBoC. The Bank was promoted and established jointly by the shareholders of 47 R19A.42(57) 3rd Sch(29) urban credit cooperatives and the sales department of one joint urban credit cooperative (including 313 R8.02 corporate shareholders and 9,062 individual shareholders) together with the Zhengzhou Finance Bureau and 14 new investors. At the time of our establishment, our registered capital was RMB452,759,882. Key milestones in the Bank’s history are as follows. July 1996 PBoC approved the establishment of the Bank. August 1996 PBoC approved the Bank to commence business. November 1996 The Bank was registered and officially incorporated under the name of City United Bank Co., Ltd. of Zhengzhou (鄭州城市合作銀行股份有限公 司). December 2000 The Bank was renamed as Zhengzhou Commercial Bank Co., Ltd. (鄭州 市商業銀行股份有限公司). April 2009 The Bank established the small enterprises financing department which is responsible for independent accounting and independent assessment for the small enterprises loan business. October 2009 The Bank was renamed as Bank of Zhengzhou Co., Ltd. (鄭州銀行股份 有限公司) with the approval from CBRC. December 2009 Zhongmu Zhengyin County Bank Co., Ltd. (中牟鄭銀村鎮銀行股份有限 公司) officially commenced operation with the Bank as the chief promoter. August 2010 The Nanyang branch, the Bank’s first provincial branch office, was established, marking a new stage of our inter-regional development. December 2011 The Zhengguang Road sub-branch, the Bank’s first sub-branch designated to serving small enterprises, was established, marking the first solid step we have taken towards small enterprises loans operation. The Bank completed capital increase by issuing 2,508,000,000 new Shares at the price of RMB2.72 per Share and raised RMB6,822 million. June 2013 The Bank introduced five new services for domestic trade finance including letters of credit for domestic trade, domestic factoring, commercial acceptance bills, advance payment financing and order financing. — 154 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. OUR HISTORY AND OPERATIONAL REFORM July 2013 The Bank was qualified to commence foreign exchange business, including deposits, loans, remittance and exchanges of foreign currencies. August 2013 The Bank was approved to establish the post-doctoral research institute. June 2014 The Bank’s provision of cross-border Renminbi settlement services was filed with PBoC Zhengzhou Central Sub-branch. The Bank was qualified to commence credit card business. The Bank was among the Top 500 World Banks in terms of the size of total assets and tier-one capital according to The Banker. July 2014 The Bank became a primary member bank of the self-regulated interest rate pricing association (利率定價自律機制基礎成員行). July 2015 The Bank was qualified to issue large-amount certificates of deposit. Change in Registered Capital App1A-7(6) At the time of our establishment, our registered capital was RMB452,759,882, among which, the Zhengzhou Finance Bureau and 14 corporate investors contributed RMB102,000,000 and RMB96,000,000, respectively, in cash and the shareholders of 47 urban credit cooperatives and the sales department of one joint urban credit cooperative contributed RMB254,759,882 in the form of appraised and discounted net assets of such urban credit cooperatives. After several rounds of changes in the registered capital and introduction of new Shareholders, our registered capital as of the Latest Practicable Date is RMB3,941,931,900. The major changes in our registered capital and Shareholders are summarized as follows. From In accordance with the requirements of the provincial and municipal establishment to governments to eliminate risks of the Bank, the Bank offset the equity interest 1999 of Shareholders in the amount of RMB70,515,364. Hence, the paid-up capital of the Bank was RMB382,244,518 prior to the capital increase in 1999. 1999 to 2000 In accordance with the requirements of the provincial and municipal governments to eliminate risk of the Bank, our registered capital was increased from RMB382,244,518 to RMB1,983,284,518 by issuing 1,601,040,000 Shares, among which, (i) 800,000,000 Shares were subscribed by the Zhengzhou People’s Government in cash in the amount of RMB800,000,000; and (ii) 801,040,000 Shares were subscribed by entities and enterprises by converting their deposits with the Bank totalling RMB801,040,000. Registration of the aforementioned changes was completed with the Henan Administration for Industry and Commerce. — 155 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. OUR HISTORY AND OPERATIONAL REFORM 2002 The registered capital of the Bank increased from RMB1,983,284,518 to RMB1,998,217,282, among which, (i) the provincial and municipal finance bureaus injected registered capital in the amount of RMB60,192,764 by converting business tax collected from the Bank; (ii) RMB600,000 invested in the sub-operating office of a sub-branch by Henan Hezhong Property Management Co., Ltd. was consolidated into the capital account of the Bank; and (iii) reduction of RMB45,860,000 in our registered capital as a result of eight Shareholders withdrawing their shareholding in the Bank in an aggregate amount of RMB45,860,000. These eight Shareholders, who were originally creditors of the Bank, include the General Communication Development Corporation under the Zhengzhou Telecommunications Bureau, Labor Service Company under the Zhengzhou Telecommunications Bureau, Fund Settlement and Dispatching Center of the Yellow River Conservancy Commission, Henan Postal and Telecommunications Employees and Technology Association, Henan Province Postal Committee of China Postal and Telecommunications Labor Union, Henan Committee of China Postal and Telecommunications Labor Union, Zhengzhou Urban Construction, Removal and Settlement Company and Henan Securities Company. Registration of the aforementioned changes was completed with the Henan Administration for Industry and Commerce. 2006 The registered capital of the Bank reduced from RMB1,998,217,282 to RMB763,931,900. In accordance with the proposal approved by the Henan Government, the Bank reduced the paid-up capital of nine corporate Shareholders by RMB1,202,846,240 and offset the paid-up capital of 33 corporate Shareholders and eight individual Shareholders by RMB31,439,142, therefore reducing the registered capital of the Bank by RMB1,234,285,382 to offset certain historical loss. Registration of the aforementioned changes was completed with the Henan Administration for Industry and Commerce. 2006 to 2008 The registered capital of the Bank increased from RMB763,931,900 to RMB963,931,900 by issuing 200,000,000 Shares which was subscribed by the Zhengzhou Finance Bureau in cash in the amount of RMB200,000,000. Registration of the aforementioned change was completed with the Henan Administration for Industry and Commerce. 2008 to 2009 The registered capital of the Bank increased from RMB963,931,900 to RMB1,133,931,900 by issuing 170,000,000 Shares, among which Bridge Trust Co., Ltd., Zhengzhou Gas Group Co., Ltd. and Zhongyuan Environmental Protection Co., Ltd. subscribed for 60,000,000 Shares, 60,000,000 Shares and 50,000,000 Shares at RMB1.253 per Share, respectively. Among the subscription price, RMB1.00 per Share was taken as registered capital, and the remainder was used for writing off historical risk assets. — 156 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. OUR HISTORY AND OPERATIONAL REFORM The registered capital of the Bank increased from RMB1,133,931,900 to RMB1,433,931,900 by issuing 300,000,000 Shares, among which, each of the six corporate Shareholders, namely, Zhengzhou Urban Road Network Construction Management Co., Ltd., Zhengzhou Municipal Facility Maintenance and Construction Co., Ltd., Zhengzhou Municipal Construction Engineering General Corporation, Zhengzhou Sewage Purification Co., Ltd., Zhengzhou Land Reserve Center and Zhengzhou Environmental Services Co., Ltd. paid RMB50,000,000 in cash to subscribe for 50,000,000 Shares. Registration of the aforementioned changes was completed with the Henan Administration for Industry and Commerce. 2011 to 2012 The registered capital of the Bank increased from RMB1,433,931,900 to RMB3,941,931,900 by issuing 2,508,000,000 Shares which were subscribed for by 62 corporate Shareholders (including 58 new Shareholders and four original Shareholders), including Zhengzhou Investment Holdings Limited, Yutai International (Henan) Real Estate Development Co., Ltd., Henan Xingye Real Estate Development Co., Ltd., Henan Chendong Industrial Real Estate Development Co., Ltd. and Zhongyuan Trust Co., Ltd. at RMB2.72 per Share. Among the subscription price, RMB1.00 per Share was taken as registered capital, and the remainder was used for disposal of replacement assets. Registration of the aforementioned changes was completed with the Henan Administration for Industry and Commerce. Issuance of Financial Bonds 3rd Sch(25) In May 2013, the Bank issued financial bonds with an aggregate principal amount of RMB5.0 billion on the national interbank bond market for promoting our small and micro enterprises loan business. The Bank issued two types of bonds, 3-year-term bonds with a fixed interest rate of 4.58% and 5-year-term bonds with a fixed interest rate of 4.80%.