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) (Stock Code: 6196) ANNOUNCEMENT OF ANNUAL RESULTS FOR THE YEAR ENDED DECEMBER 31, 2016 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, 2016. This results announcement, containing the full text of the 2016 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, 2016 will be dispatched to the shareholders of the Bank and will be available on the above websites in April 2017. On behalf of the Board Bank of Zhengzhou Co., Ltd. * Wang Tianyu Chairman Zhengzhou, Henan, China March 27, 2017 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. Liang Songwei, Mr. Ma Jinwei, Mr. Ji Hongjun and Mr. Yu Zhanglin as non-executive directors, Mr. Wang Shihao, Mr. Li Huaizhen, Mr. Xie Taifeng, Mr. Wu Ge and Ms. Chan Mei Bo Mabel as independent non-executive directors. * Bank of Zhengzhou 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 out banking and/or deposit-taking business in Hong Kong. CONTENTS CHAPTER I CORPORATE INFORMATION 2 CHAPTER II HIGHLIGHTS OF ACCOUNTING DATA AND MAJOR FINANCIAL 5 INDICATORS CHAPTER III CHAIRMAN’S STATEMENT 8 CHAPTER IV PRESIDENT’S STATEMENT 9 CHAPTER V MANAGEMENT DISCUSSION AND ANALYSIS 10 CHAPTER VI CHANGES IN SHARE CAPITAL AND INFORMATION ON SHAREHOLDERS 57 CHAPTER VII DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT, STAFF AND 65 INSTITUTIONS CHAPTER VIII CORPORATE GOVERNANCE REPORT 85 CHAPTER IX REPORT OF THE BOARD OF DIRECTORS 113 CHAPTER X REPORT OF THE BOARD OF SUPERVISORS 120 CHAPTER XI SIGNIFICANT EVENTS 122 CHAPTER XII INTERNAL CONTROL AND INTERNAL AUDIT 126 CHAPTER XIII INDEPENDENT AUDITOR’S REPORT 128 DEFINITIONS 255 * This annual report was prepared in both Chinese and English versions. Where there is discrepancy between the Chinese and English version, the Chinese version shall prevail. 1 Bank of Zhengzhou Co., Ltd. CHAPTER I CORPORATE INFORMATION 1 BASIC INFORMATION Legal name in Chinese: 鄭州銀行股份有限公司1 (Abbreviation: 鄭州銀行) Legal name in English: Bank of Zhengzhou Co., Ltd.1 (Abbreviation: ZHENGZHOU BANK) Legal representative: Mr. Wang Tianyu Authorised representatives: Mr. Wang Tianyu, Mr. Fu Chunqiao Board secretary: Mr. Fu Chunqiao Joint company secretaries: Mr. Fu Chunqiao, Ms. Leung Wing Han Sharon Stock exchange on which H Shares are listed: The Stock Exchange of Hong Kong Limited Stock abbreviation and stock code: Stock abbreviation: ZHENGZHOU BANK Stock code: 6196 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 Principal place of business in Hong Kong: 18/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong Contact address: 22 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, China Tel: +86-371-67009199 Fax： +86-371-67009898 E-mail: [email protected] Website: www.zzbank.cn Auditor: KPMG PRC legal advisor: King & Wood Mallesons (Beijing) Hong Kong legal advisor: King & Wood Mallesons Compliance advisor: BOCOM International (Asia) Limited H Share Registrar: Computershare Hong Kong Investor Services Limited Trustee agency for Domestic Shares: China Securities Depository and Clearing Corporation Limited 1 The Bank is not an authorised 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 authorised to carry on relevant banking/deposit-taking business in Hong Kong. Annual Report 2016 2 CHAPTER I CORPORATE INFORMATION (Continued) 2 COMPANY PROFILE The Bank of Zhengzhou is a regional joint stock commercial bank incorporated in November 1996 upon the approval by the People’s Bank of China, based on 48 city credit cooperatives in Zhengzhou City. The Bank was renamed as Zhengzhou Commercial Bank Co., Ltd. in February 2000 and Bank of Zhengzhou Co., Ltd. in December 2009. The Bank was listed on the main board of Hong Kong Stock Exchange in December 2015, which was the first listed city commercial bank in Henan Province and the tenth in China. Under its market positioning strategy of “commerce and logistics bank, financing expert for small and medium enterprises and boutique banking for residents”, the Bank of Zhengzhou has long been focusing on the area of small and micro enterprises, serving the real economy and adhering to the development path with uniqueness and differentiation with the value proposition of “Being a good financial service partner of Small And Middle Enterprise (“SME”) and the brand idea of “serve with heart”, leading to consistent historic breakthroughs in each of its business line and a significant enhancement of its competitive edge and comprehensive strength. As present, the Bank has established Jiuding Financial Leasing Company (九鼎金融租賃公司) and 4 county banks at Zhongmu, Xinmi, Yanlin and Fugou as well as acquired Xinzheng Jingu County Bank (新鄭金穀村鎮銀行) and its comprehensive business operation has proceeded steadily. As of 31 December 2016, the Bank had 3,773 employees and 132 branches in which 10 were located inside Henan Province. With its assets scale amounted to RMB366.148 billion, deposits balance amounted to RMB216.390 billion, loan balance amounted to RMB111.092 billion and its capital adequacy ratio of 11.76%, non-performing loan rate of 1.31% and allowance to non-performing loans of 237.38%, the Bank’s major financial indicators have met all the regulatory requirements. The Bank’s operating and management ability continues to improve, receiving wide recognition from various sectors of the community. In the list of “Top 1000 World Banks 2015”, the Bank ranked the 337th and 327th on Tier-1 capital and assets scale respectively, representing 102 and 49 places up year-on-year. In the Rank of Competitiveness of 2016 PRC Commercial Banks published by the Chinese magazine The Banker, the Bank ranked “No. 2 Among All City Commercial Banks With Assets RMB200–300 Billion in 2015 On Competitiveness”. According to the “Top 40 Value-Creating Banks in China” issued by McKinsey, the Risk Adjusted Return on Capital(“RAROC”) of the Bank in 2015 ranked third among the domestic banks. With its outstanding results and market performance, the Bank was awarded as the “Best Investment Value Award for Listed Companies” in the “China Securities Golden Bauhinia Awards” co-organised by Ta Kung Pao and several reknown institutions in mainland China. 3 Bank of Zhengzhou Co., Ltd. CHAPTER I CORPORATE INFORMATION (Continued) 3 MAJOR AWARDS IN 2016 In January 2016, the Bank was awarded as one of the “Outstanding Dealers in China’s Bond Market” in the selection of Outstanding Members in China’s Bond Market in 2015 organized by China Central Depository & Clearing Co. Ltd.. In April 2016, the Bank won the “Best City Commercial Bank Award” and “Most Influential Marketing Award” at the Local Currency Interbank Conference organized by National Interbank Funding Centre. In May 2016, the Bank was honoured with “the Best Financial Innovation Award” in “Financial Innovation Award in China” co-organized by the Chinese magazine The Banker, Central Television, the Financial Research Institute of the Chinese Academy of Social Sciences and Internet Economic Research Institute of Central University of Finance and Economics in which our “Loans guaranteed by insurance”, “Golden Parasol” and “Ding Rong Yi” won “Top Ten Financial Product Innovation” award, “Top Ten Wealth Management Innovations” award and “Top Ten Internet Finance Innovation” award respectively. In September 2016, the Bank ranked “No. 2 Among All City Commercial Banks With Assets RMB200–300 Billion in 2015 On Competitiveness” in the Rank of Competitiveness of PRC Commercial Banks published by the Chinese magazine The Banker. In November 2016, the universal payment solution of the Bank was honoured with “Chinese Financial Brand Bauhinia Awards – Innovation Internet Financial Product” in the “Tsinghua Financial Technology Forum” organised by Tsinghua University School of Economics and Management. In December 2016, the Bank was awarded as the “Best Investment Value Award for Listed Companies” in the “China Securities