Core Viewpoint - Guangzhou Rural Commercial Bank is facing a governance issue due to the resignation of independent non-executive director Zheng Guojian, which has reduced the number of independent directors below the regulatory requirement set by the Hong Kong Stock Exchange [1][2][4] Group 1: Resignation of Independent Director - Zheng Guojian resigned from his position as an independent non-executive director and various committee roles due to personal commitments, effective immediately [2][3] - Following Zheng's resignation, the number of independent non-executive directors at Guangzhou Rural Commercial Bank decreased to four, below the required one-third ratio mandated by the Hong Kong Stock Exchange [2][4] - The bank must fill this vacancy within three months to comply with regulatory requirements [2][4] Group 2: Challenges in Appointing New Directors - The bank's efforts to appoint new independent directors have faced setbacks, including the unapproved qualifications of Zhu Guilong, who was approved by the shareholders in December 2024 but has yet to receive regulatory approval [4][6] - Previous attempts to appoint directors, such as Xu Zhi and Qin Min'an, resulted in resignations before they officially took office, indicating ongoing challenges in governance [3][4] Group 3: Financial Performance and Asset Management - As of the third quarter of 2025, Guangzhou Rural Commercial Bank reported total assets of 1.42 trillion yuan, making it the largest rural commercial bank in Guangdong province [6] - The bank's revenue for the first three quarters of 2025 was 11.02 billion yuan, a decrease of 2.35% year-on-year, while net profit fell by 18.73% to 1.72 billion yuan [6] - The bank has been significantly impacted by credit impairment losses, which reached 3.81 billion yuan in the first half of 2025, representing a 30.6% increase year-on-year and accounting for 47.4% of revenue [6]

Core Viewpoint - Guangzhou Rural Commercial Bank announced the resignation of independent non-executive director Zheng Guojian due to personal commitments, effective February 3, 2026 [2][3]. Summary by Relevant Sections - **Resignation Announcement** - Zheng Guojian submitted his resignation to the board, stepping down from multiple roles including independent non-executive director, chairman of the audit committee, member of the nomination and remuneration committee, and member of the related party transactions and risk management committee [2][3]. - **Effective Date** - The resignation was approved by the board on February 3, 2026, and took effect on the same day [2][3].

Core Viewpoint - Guangzhou Rural Commercial Bank announced the resignation of independent non-executive director Zheng Guojian due to personal commitments, effective February 3, 2026, after board approval [1][2]. Group 1 - Zheng Guojian has submitted his resignation from multiple positions, including independent non-executive director, chairman of the audit committee, and member of the nomination and remuneration committee, as well as the related party transaction and risk management committee [1][2]. - The bank confirmed that there are no disagreements between Zheng and the board, and no issues regarding his resignation that require attention from shareholders or creditors [1][2]. - The board expressed gratitude for Zheng's contributions during his tenure [1][2].

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： 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。 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： 廖文義先生 杜金岷先生 張華先生 馬學銘先生 1 | 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 announced the resignation of independent non-executive director Mr. Zheng Guojian due to the need to allocate more time to personal matters [1] Group 1 - Mr. Zheng resigned from his positions as independent non-executive director, chairman and member of the audit committee, member of the nomination and remuneration committee, and member of the related party transaction and risk management committee [1] - The resignation was approved by the bank's board of directors on February 3, 2026, and became effective on the same day [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） 獨立非執行董事辭任 廣州農村商業銀行股份有限公司*（「本行」）董事會（「董事會」）謹此宣佈，本行獨 立非執行董事鄭國堅先生（「鄭先生」），因需要投入更多時間處理其他個人事務， 向本行董事會遞交辭任聲明，辭去第四屆董事會獨立非執行董事、審計委員會主 任委員及委員、提名與薪酬委員會委員、關聯交易與風險管理委員會委員職務。 根據本行公司章程規定，鄭先生辭任事宜已於2026年2月3日經本行董事會審議通 過，同日生效。 鄭先生確認其與本行董事會並無意見分歧，且並無任何有關其辭任之事宜須本行 股東及債權人垂注。本行董事會對鄭先生在任職期間對本行作出的貢獻表示衷心 感謝。 根據香港聯合交易所有限公司證券上市規則（「上市規則」）第3. ...

Group 1 - The core viewpoint of the articles highlights the increasing shareholder dissent during the merger and acquisition processes of rural banks, indicating a trend towards more market-driven governance mechanisms in the banking sector [1][2][3] - The recent merger of Suzhou Rural Commercial Bank with Zhangjiagang Yurun Rural Bank was approved with a 13.08% dissenting vote, reflecting growing concerns among shareholders regarding the governance and decision-making processes in banking [1][2] - Similar patterns were observed in previous cases, such as Guiyang Bank and Guangzhou Rural Commercial Bank, where significant dissenting votes were recorded, suggesting a broader trend of shareholder activism in the banking sector [1][4] Group 2 - Financial data of Zhangjiagang Yurun Rural Bank shows total assets of 537 million yuan and a net profit of 20.33 million yuan, with a low non-performing loan ratio of 0.73% and a high provision coverage ratio of 930.51% [2] - The dissent among shareholders is attributed to concerns over the rationality of merger pricing and the diverse interests of different shareholder groups, particularly between management's focus on long-term growth and minority shareholders' emphasis on short-term returns [3][5] - The integration of rural banks involves complex valuation and risk management issues, with capital adequacy, cultural integration, and strategic alignment being critical factors for successful mergers [7][8]

Core Viewpoint - The investigation reveals significant corruption involving Yi Xuefei, the former president of Guangzhou Rural Commercial Bank, who utilized loan schemes to disguise illegal financial activities and personal gain [1][5]. Group 1: Corruption Mechanism - Yi Xuefei, who held various positions at Guangzhou Rural Commercial Bank since 2006, engaged in corrupt practices by facilitating loans for businesses in exchange for kickbacks disguised as interest payments [1][2]. - He orchestrated a scheme where loans totaling 24 million yuan were funneled through intermediaries, ultimately benefiting his family [2][3]. - The loans were often secured against assets held by associates, allowing Yi to maintain a façade of legitimacy while profiting from the transactions [2][3]. Group 2: Loan Characteristics - The investigation identified unusual patterns in borrowing behavior, such as businesses opting for high-interest personal loans instead of lower-rate bank loans, indicating potential coercion or collusion [4]. - Some borrowers paid interest exceeding the principal amount, while others voluntarily increased interest rates, suggesting a manipulation of loan terms to benefit Yi [4][5]. Group 3: Investigative Findings - The investigation focused on the authenticity of borrowing needs and the correlation between lending and Yi's authority, revealing that loan approvals often coincided with Yi's personal financial dealings with borrowers [4][5]. - Yi Xuefei admitted to receiving over 18 million yuan in interest from these illicit loans since 2005, confirming the extent of his corrupt activities [5].

Core Viewpoint - The investigation into former Guangzhou Rural Commercial Bank president Yi Xuefei revealed a sophisticated corruption scheme involving loan approvals and personal financial gain, leading to significant changes in the bank's operational transparency and efficiency for clients [1][2][3]. Group 1: Corruption Scheme Details - Yi Xuefei, who held various positions at Guangzhou Rural Commercial Bank since 2006, engaged in corrupt practices by facilitating loans for clients in exchange for personal financial benefits [2][3]. - The scheme involved using intermediaries to obscure the flow of funds, with Yi leveraging his connections to approve loans while receiving kickbacks disguised as interest payments [3][5]. - From 2017, Yi coordinated the approval of 24 million yuan in loans, which were funneled through multiple transactions into his wife's bank account, serving as a "reserve fund" for further illicit activities [3][5]. Group 2: Investigation and Findings - The investigation, initiated by anonymous reports, led to a comprehensive review of Yi's financial activities, revealing over 180 million yuan in interest collected through his corrupt practices since 2005 [6][7]. - The investigation highlighted unusual borrowing patterns, such as clients opting for high-interest personal loans despite having access to lower-rate bank loans, indicating a direct correlation between Yi's loan approvals and personal financial transactions [6][7]. - The findings prompted the Guangzhou Municipal Commission for Discipline Inspection to implement reforms within the bank and enhance regulatory measures to prevent similar corruption in the future [7].

Core Viewpoint - The investigation into former Guangzhou Rural Commercial Bank president Yi Xuefei revealed a complex corruption scheme involving loan approvals and personal financial gain, leading to significant reforms in the bank's operations and oversight mechanisms [1][8]. Group 1: Corruption Case Details - Yi Xuefei, who held various positions at the bank since 2006, was found to have engaged in corrupt practices by facilitating loans for businesses in exchange for personal financial benefits [1][4]. - The investigation was triggered by an anonymous tip-off regarding Yi's suspicious relationships with loan clients, leading to a comprehensive review of his activities [1][6]. - Yi utilized a network of associates to disguise his corrupt activities, including using his brother-in-law to manage investments and loans, ultimately siphoning off funds into personal accounts [4][5]. Group 2: Financial Transactions and Patterns - From 2017, Yi facilitated loans totaling 24 million yuan for a client, with the funds ultimately transferred to his wife's bank account, indicating a systematic approach to financial misconduct [4][5]. - Yi's method involved offering high-interest loans to clients, often exceeding standard bank rates, which raised questions about the legitimacy of their financial needs [7]. - Over the years, Yi reportedly collected over 18 million yuan in interest from these illicit transactions, highlighting the scale of his corrupt practices [7]. Group 3: Institutional Reforms and Future Measures - Following the investigation, the Guangzhou Municipal Commission for Discipline Inspection initiated reforms within the bank to enhance transparency and accountability in loan approvals [8][10]. - The commission is also focusing on broader issues of leadership misconduct in lending practices, aiming to establish a monitoring mechanism for unusual financial transactions involving public officials [8][10]. - The case underscores the need for innovative oversight methods to combat new forms of corruption that blend into market activities, necessitating a multi-faceted approach to regulatory enforcement [10].