公司名稱: 廣州農村商業銀行股份有限公司 (「本行」) FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年9月30日 狀態: 新提交 致：香港交易及結算所有限公司 呈交日期: 2025年10月8日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | H | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01551 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 2,674,925,000 | RMB | | 1 RMB | | 2,674,925,000 | | 增加 / 減少 (-) | | | 0 | | | RMB | | 0 | | 本月底結存 | | | 2,674,925,000 | RMB | | 1 RMB | | 2,674,925,000 | | 2. 股份分 ...

Capital and Structure - The registered capital of Guangzhou Rural Commercial Bank is RMB 14,409,789,327[5]. - The total share capital of the company is 14,409,789,327 shares, with domestic shares accounting for 81.44% and H-shares for 18.56%[139]. - The company has increased its registered capital for its wholly-owned subsidiary, Pearl River Financial Leasing Co., Ltd., from 1 billion to 1.5 billion yuan[133]. - The total number of employees in the group is 13,029, with 12,604 under labor contracts and 425 as dispatched workers[179]. - The board of directors consists of 14 members, including 2 executive directors and 5 independent non-executive directors[168]. Financial Performance - The company achieved a revenue of 273 million in the 2025 global banking brand value ranking, placing it at 273rd[10]. - Net profit for the period was RMB 1,510.00 million, a decrease of 11.21% compared to the previous year[13]. - Operating income increased to RMB 8,037.46 million, reflecting a year-on-year growth of 9.41%[19]. - In the first half of 2025, the company achieved a net profit of RMB 1.51 billion, a decrease of RMB 190.64 million or 11.21% compared to the same period last year[31]. - The net profit for the first half of 2025 was RMB 8,037.46 million, representing a 9.4% increase compared to RMB 7,345.96 million in the same period of 2024[77]. Assets and Liabilities - Total assets reached RMB 1,406.71 billion, an increase of 3.25% compared to the beginning of the year[19]. - Total liabilities amounted to RMB 1,304.46 billion, growing by 3.57% year-to-date[19]. - Customer deposits reached RMB 1,014.76 billion, accounting for 77.80% of total liabilities, reflecting a significant increase compared to the previous year[58]. - The total amount of normal loans was RMB 653.83 billion, representing 91.15% of total loans[64]. - The total loans and advances decreased by RMB 2.89 billion, a decline of 0.40%, totaling RMB 717.34 billion as of June 30, 2025[51]. Loan and Deposit Activities - Small and micro loans reached RMB 215 billion, growing by 9.6% year-to-date[20]. - The loan-to-deposit ratio was 70.69%, a decrease of 2.84 percentage points[15]. - The balance of inclusive small and micro enterprise loans reached CNY 56.44 billion, with a growth rate of 9.24%[26]. - The company has issued CNY 21.64 billion in loans to over 30,000 small and micro enterprises, ranking fifth among peers in Guangzhou[25]. - The bank's agricultural loans balance reached 41.484 billion yuan, an increase of over 1.3 billion yuan, with a growth rate of 3.36%[94]. Risk Management - The overall credit risk remains controllable, with non-performing loan ratio and non-performing asset ratio meeting regulatory requirements[115]. - The company has established a market risk management system that actively manages interest rate and exchange rate risks, ensuring that all key market risk indicators are met[117]. - The company has optimized its credit approval processes and enhanced post-loan management to prevent misuse of funds and improve risk monitoring capabilities[115]. - The company has established a comprehensive risk management framework and clearly defined the responsibilities of various departments in risk management[199]. - The company has conducted quarterly liquidity risk stress tests to assess its capacity to withstand liquidity pressures[118]. Digital Transformation and Technology - The company has implemented 212 RPA application scenarios to enhance office efficiency as of the end of the reporting period[30]. - The company is actively promoting data management systems and enhancing data governance to improve regulatory reporting quality[30]. - The company has developed various AI models for customer management, product marketing, and loan risk management to support business development[30]. - The company is focusing on digital transformation with a strategic plan for 2025-2027, aiming to enhance core competitiveness in small asset businesses and improve risk control levels[110]. - The company has established a robust reputation risk management system, conducting real-time monitoring and proactive response measures[127]. Awards and Recognition - The company was awarded the "TOP10 Rural Commercial Bank Retail Banking Award" at the 2024 RBA 8th Retail Banking Awards[10]. - The company received recognition for its innovative financial consumer protection and service case in March 2025[10]. - The company was recognized as an excellent mixed-asset management rural commercial bank in June 2025[10]. - The company was awarded the 2025 Guangdong Green Financial Reform Innovation Promotion Case in June 2025[10]. - The company has been recognized as a top ten achievement in technology finance development in Guangzhou for 2024[22]. Shareholder Information - The top ten shareholders collectively hold 51.78% of the company's shares, with the largest shareholder, Guangzhou Financial Holdings Group Co., Ltd., holding 8.29%[143]. - The company has 29,101 domestic shareholders, with 720 being legal entity shareholders and 28,381 being individual shareholders[142]. - Major shareholders Guangzhou Financial Holdings Group and Guangzhou Metro Group hold 1,194,271,140 shares and 722,950,000 shares respectively, both exceeding 5% of total shares[158]. - The company does not have a controlling shareholder or actual controller, indicating a dispersed ownership structure[148]. - As of the end of the reporting period, 152,991,211 shares (1.06% of total shares) are subject to judicial freeze, and 665,981,832 shares (4.62% of total shares) are pledged[159]. Corporate Governance - The company has established a comprehensive internal control system, with the board of directors responsible for its implementation and oversight[130]. - The company is committed to maintaining compliance with legal and regulatory requirements in its operations[191]. - The board of directors held a total of 5 meetings during the reporting period, reviewing 64 proposals and listening to 22 reports[193]. - The independent non-executive directors emphasized compliance with laws and regulations, ensuring that related transactions were conducted fairly and reasonably[194]. - The supervisory board is responsible for evaluating the performance of directors and senior management, ensuring accountability and compliance[196].

Group 1 - The opening of the Guangzhou Metro Line 13 Phase II is a significant step in reshaping the eastern development pattern of Guangzhou, connecting key areas such as Tianhe, Huangpu, and Zengcheng [1][2] - The new line spans approximately 33.8 kilometers with 23 underground stations, enhancing the operational service level of the city's rail transit network and alleviating passenger pressure on Line 5 [2] - There is a strategic alignment between the metro line and the geographical distribution of Guangzhou Rural Commercial Bank's branches, with 14 out of 15 stations located within 1 kilometer of a bank branch, facilitating convenient financial services for citizens [2][3] Group 2 - Guangzhou Rural Commercial Bank's brand train serves as a mobile financial service station, offering various innovative loan products and services tailored to the diverse financial needs of residents in Zengcheng and Huangpu [3][4] - The bank has a total asset amount of 1,406.706 billion yuan and a deposit balance of 1,014.758 billion yuan as of June 30, 2025, with a revenue of 8.037 billion yuan, reflecting a year-on-year growth of 9.41% [3] - The bank actively supports local economic development, having signed long-term strategic cooperation agreements with 332 enterprises, with a total credit amount of 10.65 billion yuan [3][4] Group 3 - The integration of financial services into the daily lives of citizens is enhanced by the metro line's expansion, improving accessibility and convenience for users [5] - The bank's commitment to follow the city's development pace and enhance financial service levels is evident, contributing to the economic and social development of Guangzhou [5] - The mission of "Creating a Better Life Together" is embedded in the urban development pulse as the bank leverages the metro network to bring financial services closer to the community [5]

Core Viewpoint - Guangzhou Rural Commercial Bank has received approval from the Guangdong Regulatory Bureau of the National Financial Supervision Administration for Mr. Tan Bo to serve as a director, with a term starting from September 23, 2025, until the end of the fourth board term, with the possibility of re-election thereafter [1] Company Summary - The approval for Mr. Tan Bo's directorship indicates a strategic move in the bank's governance structure, potentially impacting its future direction and decision-making processes [1] - The term of Mr. Tan Bo will last until the completion of the fourth board term, suggesting stability in leadership during this period [1] - The possibility of re-election after the term indicates a flexible governance approach, allowing for continuity in leadership if deemed beneficial [1]

Guangzhou Rural Commercial Bank Co., Ltd.* 廣州農村商業銀行股份有限公司 * 廖文義先生 杜金岷先生 鄭國堅先生 張華先生 馬學銘先生 （於中華人民共和國註冊成立的股份有限公司） （股份代號：1551） 董事名單與其角色和職能 廣州農村商業銀行股份有限公司*董事會（「董事會」）成員載列如下。 執行董事： 蔡建先生 鄧曉雲女士 譚波先生 非執行董事： 倪開先生 王曉斌先生 左梁先生 張研先生 幸秋玉女士 胡戈游先生 馮耀良先生 獨立非執行董事： 2 1 董事會設有五個委員會，下表提供各董事擔任有關委員會成員的資料。 | 董事委員會 | | 提名與薪酬 | 戰略與投資 | 關聯交易與 | 消費者權益 | | --- | --- | --- | --- | --- | --- | | | 審計委員會 | 委員會 | 委員會 | 風險管理 | 保護委員會 | | 董事 | | | （三農委員會） | 委員會 | | | 蔡建先生 | | | C | | | | 鄧曉雲女士 | | | M | | C | | 倪開先生 | | | | | M | | 左梁先生 | | | M ...

Core Viewpoint - Guangzhou Rural Commercial Bank has received approval from the Guangdong Regulatory Bureau of the National Financial Supervision Administration for Mr. Tan Bo to serve as a director, with a term starting from September 23, 2025, until the end of the fourth board term, with the possibility of re-election thereafter [1] Summary by Category - Company Announcement - The bank announced the approval of Mr. Tan Bo's appointment as a director [1] - His term will begin on September 23, 2025, and will last until the end of the fourth board term [1] - There is a provision for consecutive re-election after the term ends [1]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產生或因倚 賴該等內容而引致的任何損失承擔任何責任。 Guangzhou Rural Commercial Bank Co., Ltd.* 廣州農村商業銀行股份有限公司 * （於中華人民共和國註冊成立的股份有限公司） （股份代號：1551） 董事任職資格獲監管機構核准 承董事會命 廣州農村商業銀行股份有限公司* 董事長 蔡建 中國廣州 2025年9月26日 於本公告日期，董事會包括三位執行董事蔡建先生、鄧曉雲女士、譚波先生； 七位非執行董事倪開先生、王曉斌先生、左梁先生、張研先生、幸秋玉女士、 胡戈游先生、馮耀良先生；以及五位獨立非執行董事廖文義先生、杜金岷先生、 鄭國堅先生、張華先生、馬學銘先生。 * 廣州農村商業銀行股份有限公司並非香港法例第155章《銀行業條例》所界定的認可機構， 不受香港金融管理局的監督，亦未獲授權在香港經營銀行及╱或接受存款業務。 茲提述廣州農村商業銀行股份有限公司*（「本行」）日期為2025年3月28日的公 告，日期為2025年 ...

Group 1 - The Guangdong village bank reform has made new progress with the dissolution of Zhongshan Dongfeng Zhujiang Village Bank and the establishment of a liquidation team to handle the clearing process [1] - Guangzhou Rural Commercial Bank plans to absorb and merge Zhongshan Dongfeng Zhujiang Village Bank by December 2024, with the formal approval from the Guangdong Regulatory Bureau expected in May 2025 [1][4] - The merger aims to optimize the strategic layout of the group and integrate operational resources, in line with regulatory requirements for restructuring high-risk village banks [4] Group 2 - As of the end of 2024, Guangzhou Rural Commercial Bank holds a 35% stake in Dongfeng Village Bank, with 100% voting rights [6] - In 2019, Dongfeng Village Bank reported revenues of 56.659 million and a net profit of 27.174 million, with a year-on-year decline in net profit of 55.6% [6] - The successful merger of Dongfeng Village Bank marks the first case of a Pearl River system village bank being absorbed and upgraded to a commercial bank branch in Guangdong [7]

Core Viewpoint - The recent reforms in Guangdong's village and town banks have led to the successful establishment of several commercial bank branches through the absorption and merger of village banks, marking a significant step in the region's financial restructuring [2][5][8]. Group 1: Recent Developments - On September 16, the Guangzhou Rural Commercial Bank's Zhongshan Dongfeng branch was inaugurated, having been transformed from the Zhongshan Dongfeng Zhujiang Village Bank [3][5]. - The Shunde Rural Commercial Bank's Sanshui branch also opened on September 15, representing the first successful cross-initiator merger of a village bank into a branch in Guangdong [5][8]. - In total, 11 commercial bank branches have been approved to open in Guangdong since September, all resulting from the mergers of village banks by Guangzhou, Shunde, and Jiangmen Rural Commercial Banks [5][6]. Group 2: Mergers and Acquisitions - The Shunde Rural Commercial Bank has been particularly active, successfully absorbing and merging multiple village banks, including the Sanshui Zhujiang Village Bank and the Foshan Gaoming Shunyin Village Bank [6][10]. - The Guangzhou Rural Commercial Bank plans to absorb five Zhujiang Village Banks, completing the merger of all such banks in Guangdong [7][10]. - Jiangmen Rural Commercial Bank has also targeted several village banks, including the recent merger of Longchuan and Raoping Ronghe Village Banks [7][10]. Group 3: Strategic Goals - The opening of new branches aims to enhance local economic services, with commitments to support local industries and projects, such as the strategic cooperation agreement signed by Guangzhou Rural Commercial Bank with local asset management [8][9]. - Shunde Rural Commercial Bank plans to invest no less than 10 billion yuan in the next five years to support manufacturing, technological innovation, and green industries in the Sanshui area [9][10]. Group 4: Challenges and Performance - Despite the aggressive expansion through mergers, both Guangzhou and Shunde Rural Commercial Banks are facing performance pressures, with declines in net profits reported [10]. - The integration of village banks into larger banking systems is seen as a way to enhance capital strength and operational efficiency, but balancing short-term risks with long-term sustainability remains a challenge [10].

Core Insights - Guangzhou Rural Commercial Bank is innovating rural financial products tailored to local agricultural needs, significantly contributing to the "flower economy" with a projected output value of 400 billion yuan [1][7] Group 1: Financial Products and Services - The bank has developed targeted credit products like "Meili Xiangcun Bonsai Loan" and "Flower Planting Loan" to support specific agricultural sectors in Huadu and Conghua districts [1][3] - "Jinmi Bonsai Loan" offers up to 10 million yuan in credit to small business owners and individuals, addressing the financing challenges faced by the flower and bonsai industry [3][7] - The bank's innovative "whole village credit" model has provided 38 million yuan in credit to Xihe Village, transforming local economic potential into tangible financial resources [6][7] Group 2: Economic Impact on Local Communities - The bonsai industry in Ruiling Village has evolved into a comprehensive value chain, generating over 1 billion yuan annually and employing more than 20,000 people [2][3] - The establishment of a green plant production center in Ruiling Village, funded by a 5 million yuan loan, has accelerated local economic development [3][6] - Xihe Village has developed a tourism-oriented economy, integrating flower cultivation with local tourism, resulting in multiple accolades for its scenic offerings [6][7] Group 3: Market Dynamics and Trends - The Lingnan Flower Market in Guangzhou serves as a major hub for flower distribution, facilitating global trade through advanced logistics and financial support from local banks [4][5] - The integration of flower cultivation with tourism is creating new economic opportunities, as seen in Xihe Village's development of a flower-themed tourist destination [6][7] - The bank's commitment to rural finance is reflected in its reported agricultural loan balance of 41.484 billion yuan, marking a growth of 3.36% from the beginning of the year [7]