Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. Bank of Zhengzhou Co., Ltd.* 鄭州銀行股份有限公司* (A joint stock company incorporated in the People’s Republic of China with limited liability) (H Shares Stock Code: 6196) (Preference Shares Stock Code: 4613) ANNOUNCEMENT OF ANNUAL RESULTS FOR THE YEAR ENDED DECEMBER 31, 2018 The board of directors (the “Board”) of Bank of Zhengzhou Co., Ltd.* (the “Bank”) is pleased to announce the audited consolidated annual results (the “Annual Results”) of the Bank and its subsidiaries for the year ended December 31, 2018. This results announcement, containing the full text of the 2018 annual report of the Bank, complies with the relevant content requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in relation to preliminary announcements of Annual Results. The Board and the audit committee of the Board have reviewed and confirmed the Annual Results. This results announcement is published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Bank (www.zzbank.cn). The printed version of the annual report for the year ended December 31, 2018 will be dispatched to the shareholders of the Bank and will be available on the above websites in April 2019. By order of the Board Bank of Zhengzhou Co., Ltd.* Wang Tianyu Chairman Zhengzhou, Henan, China March 29, 2019 As at the date of this announcement, the Board of the Bank comprises Mr. WANG Tianyu, Mr. SHEN Xueqing and Mr. FENG Tao as executive directors, Mr. FAN Yutao, Mr. ZHANG Jingguo, Mr. JI Hongjun, Mr. LIANG Songwei and Mr. WANG Shihao as non-executive directors, Mr. XIE Taifeng, Mr. WU Ge, Ms. CHAN Mei Bo Mabel and Ms. LI Yanyan as independent non-executive directors. * The Bank 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. Contents IMPORTANT NOTICE 2 DEFINITIONS 3 CHAIRMAN’S STATEMENT 5 PRESIDENT’S STATEMENT 7 CHAPTER I CORPORATE INFORMATION 9 CHAPTER II HIGHLIGHTS OF ACCOUNTING DATA AND MAJOR FINANCIAL INDICATORS 14 CHAPTER III MANAGEMENT DISCUSSION AND ANALYSIS 18 CHAPTER IV CHANGES IN SHARE CAPITAL AND INFORMATION ON SHAREHOLDERS 86 CHAPTER V ISSUANCE OF PREFERENCE SHARES 99 CHAPTER VI DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT, STAFF AND INSTITUTIONS 102 CHAPTER VII CORPORATE GOVERNANCE REPORT 130 CHAPTER VIII REPORT OF THE BOARD OF DIRECTORS 169 CHAPTER IX REPORT OF THE BOARD OF SUPERVISORS 180 CHAPTER X SIGNIFICANT EVENTS 183 CHAPTER XI INDEPENDENT AUDITOR'S REPORT 195 * This annual report was prepared in both English and Chinese languages. In the event of any discrepancy between the English and Chinese 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 annual report and that there are no false representations, misleading statements or material omissions, and jointly and severally assume liability for the information in this report. The full text and the summary of the 2018 annual report (the “Annual Report” or “Report”) were approved at the Bank’s fourth meeting of the sixth session of the Board on 28 March 2019. 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 Annual Report represents data from the consolidated financial statements of the Bank and its subsidiaries, namely Henan Jiuding Financial Leasing Co., Ltd., Fugou Zhengyin County Bank Co., Ltd., Xinmi Zhengyin County Bank Co., Ltd., Xunxian Zhengyin County Bank Co., Ltd. and Queshan Zhengyin County Bank Co., Ltd. The Bank prepared the 2018 annual financial report in accordance with the PRC GAAP and International Financial Reporting Standards, which was audited by KPMG Huazhen LLP and KPMG under the PRC and Hong Kong standards on auditing, respectively. The two firms issued an audit report and an independent auditor’s report respectively, which were both standard and unqualified. Mr. WANG Tianyu, the legal representative and chairman, Mr. SHEN Xueqing, the president, Ms. MAO Yuezhen, the person-in-charge of accounting, and Mr. ZHANG Zhiyong, the head of accounting department of the Bank hereby declare and warrant the truthfulness, accuracy and completeness of the financial statements in this Annual Report. The Board of the Bank recommended the distribution of cash dividends of RMB1.50 per 10 Shares (tax inclusive) to all ordinary shareholders for the year 2018. The profit distribution plan will be proposed at the 2018 annual general meeting for approval. There is no proposal on bonus shares or proposal on conversion of capital reserve into share capital for the year. Forward-looking statements such as future plans mentioned in this Annual Report do not constitute actual commitments of the Bank to investors. Investors and parties concerned should be fully aware of the risks, and understand the differences among plans, estimates and commitments. During the Reporting Period, the Bank was not aware of any material risk that would adversely affect its future development strategies and business targets. The major risks to which the Bank was exposed in its operations and management and the corresponding measures adopted by the Bank are detailed in this Annual Report. For further information, please refer to the relevant information in the sections headed “Risk Management” and “Future Prospects” in the chapter headed “Management Discussion and Analysis” of this Annual Report. Annual Report 2018 Bank of Zhengzhou Co., Ltd. 2 DEFINITIONS DEFINITIONS In this Annual Report, unless the context otherwise requires, the following terms shall have the meanings set forth below: “2017 AGM” the annual general meeting of the Bank convened on 15 June 2018 “Articles of Association” the articles of association of the Bank, as amended from time to time “A Share(s)” ordinary shares with a nominal value of RMB1.00 each in the share capital of the Bank, which are listed and traded on the Small and Medium Enterprise (SME) Board of the SZSE (stock code: 002936) “A Share Offering” the Bank’s initial public offering of 600,000,000 A Shares, which were listed on the SME Board of the SZSE on 19 September 2018 “Bank”, “Bank of Zhengzhou”, or Bank of Zhengzhou Co., Ltd*. (鄭州銀行股份有限公司), a joint “We” stock company incorporated in the PRC with limited liability on 16 November 1996 in accordance with the PRC laws, and, if the context requires, includes its predecessors, subsidiaries, branches and sub-branches “Board” or “Board of Directors” the board of Directors of the Bank “Board of Supervisors” the board of Supervisors of the Bank “CBIRC” China Banking and Insurance Regulatory Commission, which was officially opened for operation on 8 April 2018 and formed by consolidating 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” Company Law of the People’s Republic of China “Corporate Governance Code” 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 “Former CBRC Henan Office” the former China Banking Regulatory Commission Henan Office “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 Annual Report 2018 3 Bank of Zhengzhou Co., Ltd. DEFINITIONS “HK$” Hong Kong dollars, the lawful currency of Hong Kong “H Share(s)” overseas-listed shares 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. (河南九鼎金融租賃股份有 限公司) “Latest Practicable Date” 25 March 2019, being the latest practicable date prior to the printing of this Annual Report for the purpose of ascertaining certain information contained in this Annual Report “Law on Commercial Banks” Law of the People’s Republic of China on Commercial Banks “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) “PBoC” or “Central Bank” the People’s Bank of China “PRC” or “China” the People’s Republic of China, and for the purpose of this Annual Report only, excluding Hong Kong, Macao and Taiwan regions “Reporting Period” the period from 1 January 2018 to 31 December 2018 “RMB”