Core Viewpoint - Xi'an Bank has appointed Zhang Chengzhe as the new president and vice chairman of the board, marking a significant leadership change after a year-long vacancy in the president position. The bank faces challenges in profitability and declining capital adequacy ratios, prompting a focus on bond issuance and the establishment of a specialized branch for hard technology finance to drive growth [1][3][5]. Management Changes - Zhang Chengzhe, an internal candidate with extensive experience in various key positions within Xi'an Bank, has been appointed as president. His background includes roles in branch management and core business departments, providing him with a deep understanding of the bank's operations and regional market characteristics [3][4]. - The appointment follows a series of high-level departures at Xi'an Bank, necessitating a timely reinforcement of the executive team and governance structure [5][6]. Financial Performance - Xi'an Bank's total assets reached 480.37 billion yuan by the end of 2024, reflecting an 11.14% increase year-on-year. As of the first quarter of 2025, total assets further increased to 519.72 billion yuan. However, the bank's profitability has not kept pace with this growth [8][9]. - The bank's net profit attributable to shareholders showed a decline in 2022, dropping to 2.42 billion yuan, a 13.55% decrease year-on-year. Although profits rebounded slightly in 2023 and 2024, growth rates remained below those of the bank's first year post-IPO [9][10]. Capital Adequacy - Xi'an Bank's capital adequacy ratios have been declining, with the core Tier 1 capital adequacy ratio falling to 9.36% by the first quarter of 2025, down from 10.07% at the end of 2024. This trend raises concerns about the bank's financial stability [10]. - To address capital needs, the bank has issued 5 billion yuan in perpetual bonds and 2 billion yuan in subordinated bonds [10]. Strategic Focus - The bank plans to establish a specialized branch focusing on hard technology finance, aiming to enhance its service offerings in this sector. This initiative is part of a broader strategy to deepen cooperation with research institutions and technology companies [11][12]. - The new management is expected to leverage Zhang Chengzhe's local expertise to better align banking services with the needs of hard technology enterprises, which often face unique challenges [12][13].

Core Viewpoint - Xi'an Bank is undergoing significant management restructuring and financing plans, focusing on internal leadership changes and a proposed issuance of up to 10 billion RMB in financial bonds [1][4][7] Management Restructuring - Zhang Chengzhe is nominated as a candidate for the board of directors, proposed to be elected as vice chairman and appointed as president, reflecting the board's confidence in internal talent development during a strategic transition [2][3] - The nomination of Liu Jinping as an independent director indicates the influence of major shareholders on the bank's strategic direction, enhancing collaboration with local economic development [2][3] - The addition of independent director Zhang Lei, a finance professor, aims to improve the board's governance and strategic decision-making capabilities [3] Financing Plans - The board approved a plan to issue financial bonds not exceeding 10 billion RMB, primarily to optimize the liability structure and support specific asset business investments [4][6] - The bond issuance is significant as it represents nearly four times the bank's projected net profit for 2024, providing a crucial channel for capital replenishment [4][6] - The current low market interest rates are favorable for reducing financing costs, and the non-capital nature of the bonds suggests a focus on supporting strategic initiatives like the establishment of a "hard technology specialty branch" [4][6] Strategic Transformation - The board's decisions signal an acceleration of Xi'an Bank's strategic transformation, including organizational restructuring and the establishment of a green finance development committee [5][6] - The creation of the "hard technology specialty branch" aligns with local government initiatives to develop high-tech industries, indicating a focus on regional advantages and policy support [6][7] - The organizational adjustments are expected to provide necessary internal support for the bank's focus on green finance and hard technology, aiming for differentiated development paths [6][7] Challenges and Opportunities - The bank's recent rapid expansion has led to challenges such as declining capital adequacy ratios and rising non-performing loan rates, making the current restructuring and financing efforts critical for future competitiveness [6][7] - The balance between serving local economic needs and achieving commercial sustainability poses a common challenge for regional banks, with Xi'an Bank's focus on "hard technology" and "green finance" representing a deep exploration of local advantages [7]

西安银行（600928）（600928.SH）董事会于7月29日通过多项关键议案，核心聚焦高层人事更迭与重 大融资计划。会议提名刘金平、张蕾（独立董事）及张成喆三人为第六届董事会董事候选人，并拟选举 张成喆为副董事长、聘任其为行长，同时聘任曾光为行长助理。此外，董事会批准发行不超过100亿元 人民币的金融债券（非资本类）。 上述人事任命及发债议案将提交定于8月14日召开的2025年第二次临时股东大会审议。股东需在8月6日 股权登记日收市时持有股份方具表决权，可通过现场或上交所网络投票系统参与。 张成喆领衔管理层重构 董事会第二十九次会议决议显示，西安银行高层架构迎来显著重塑。核心的变动围绕张成喆展开：其同 时被提名为董事候选人、拟选举为副董事长并被聘任为行长。张成喆是西安银行"老兵"，公告简历显示 其职业生涯几乎全在该行体系内度过，历任钟楼支行办公室主任、城东支行总经理、公司金融业务部总 经理、宝鸡分行行长等职，现任党委副书记、副行长。此次若获股东大会及监管核准，这种"老兵新 传"的人事安排，既体现了董事会对内部培养体系的信心，也凸显了在战略转型期保持经营连续性的考 量。 新任董事候选人刘金平的提名则反映了股 ...

Core Points - Xi'an Bank announced the election of Zhang Chengzhe as the vice chairman of the sixth board of directors, effective after shareholder meeting approval and regulatory qualification [1] - Zhang Chengzhe has been appointed as the president of Xi'an Bank, with his role commencing upon regulatory qualification approval [1] Company Background - Zhang Chengzhe, born in September 1967, holds a master's degree and is an economist by profession [1] - He has held various positions within Xi'an Bank, including office director of the Zhonglou branch, deputy general manager of the Chengbei branch, and general manager of the Chengdong branch, among others [1] - Currently, he serves as the deputy secretary of the party committee and vice president of Xi'an Bank [1]

Group 1 - The core point of the article is the appointment of Zhang Chengzhe as the new president of Xi'an Bank, following a vacancy of over a year, with his qualifications pending regulatory approval [1][3] - Zhang Chengzhe, born in September 1967 and holding a master's degree, has extensive experience within Xi'an Bank, having served in various managerial roles since its establishment [2][3] - Prior to Zhang's appointment, Liang Banghai served as the president but transitioned to chairman in April of last year, temporarily fulfilling the president's duties until a new appointment was made [3] Group 2 - Xi'an Bank has shown continuous growth in performance, with a reported revenue of 8.19 billion yuan and a net profit of 2.56 billion yuan for the previous year, reflecting year-on-year increases of 13.68% and 3.91% respectively [4] - In the first quarter of this year, the bank maintained a growth trend with revenue and net profit increasing by 8.14% and 4.30% respectively [4] - Despite the positive revenue and profit growth, the bank's asset quality remains under pressure, with a non-performing loan ratio of 1.61% and a provision coverage ratio of 190.076% as of the end of the first quarter [5] - The bank's capital adequacy ratios are below industry averages, with a capital adequacy ratio of 11.69%, a tier 1 capital ratio of 9.36%, and a core tier 1 capital ratio of 9.36% [5]

第六届董事会第二十九次会议决议公告 证券代码：600928 证券简称：西安银行 公告编号：2025-038 西安银行股份有限公司 本议案需提交股东大会审议。 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容 的真实性、准确性和完整性承担法律责任 西安银行股份有限公司（以下简称"公司"）于2025年7月21日以电子邮件及书面方式发出关于召开第六 届董事会第二十九次会议的通知。会议于2025年7月29日在公司总部4楼第1会议室以现场方式召开，梁 邦海董事长主持会议，本次会议应出席董事8名，实际出席董事8名。公司股东大唐西市文化产业投资集 团有限公司股权质押比例超过50%，根据监管规定对其提名的胡军董事在董事会上的表决权进行了限 制。公司监事及高级管理人员列席了会议。本次会议的召开符合《中华人民共和国公司法》等法律法规 和《西安银行股份有限公司章程》的有关规定。会议所形成的决议合法、有效。 会议对如下议案进行了审议并表决： 一、审议通过了《关于提名刘金平先生为第六届董事会董事的议案》 表决结果：同意7票，反对0票，弃权0票。 本议案在提交董事会审议前已获得董事会提名与薪酬委 ...

Core Points - The board of directors of Xi'an Bank held its 29th meeting on July 29, 2025, where several key resolutions were passed regarding board nominations and management appointments [1][2][3] Group 1: Board Nominations - The board approved the nomination of Liu Jinping as a candidate for the board of directors, with a vote of 7 in favor and none against [2] - Zhang Lei was nominated as an independent director candidate, also receiving 7 votes in favor [2] - Zhang Chengzhe was nominated for the board of directors, with the same voting outcome of 7 in favor [3] Group 2: Management Appointments - Zhang Chengzhe was elected as the vice chairman of the board, pending regulatory approval [3] - Zhang Chengzhe was also appointed as the president of the bank, subject to regulatory approval [3] - Zeng Guang was appointed as the assistant president, pending regulatory approval [3] Group 3: Other Resolutions - The board approved the establishment of a Green Finance Development Committee [4] - A resolution for organizational restructuring was passed [4] - The board agreed to set up a branch focused on hard technology services, pending regulatory approval [4] - The issuance of financial bonds not exceeding RMB 10 billion was approved, also subject to regulatory approval [5] - A second extraordinary general meeting of shareholders is scheduled for August 14, 2025 [7][8]

Core Points - The board of directors of Xi'an Bank held its 29th meeting on July 29, 2025, where several key resolutions were passed regarding board member nominations and management appointments [1][2][3][4][5]. Group 1: Board Member Nominations - The board approved the nomination of Liu Jinping as a candidate for the board of directors, with a vote of 7 in favor and no opposition [2]. - Zhang Lei was nominated as an independent director, also receiving 7 votes in favor [2]. - Zhang Chengzhe was nominated for the board of directors, with the same voting outcome of 7 in favor [2]. Group 2: Management Appointments - Zhang Chengzhe was elected as the vice chairman of the board, pending regulatory approval [3]. - Zhang Chengzhe was also appointed as the president of the bank, subject to regulatory approval [3]. - Zeng Guang was appointed as the assistant president, contingent on regulatory approval [4]. Group 3: Strategic Initiatives - The board approved the establishment of a Green Finance Development Committee to enhance the bank's focus on sustainable finance [4]. - A restructuring of the organizational framework was approved to improve operational efficiency [4]. - The establishment of a branch specializing in hard technology services was approved, pending regulatory approval [4]. Group 4: Financial Instruments - The board approved the issuance of financial bonds (non-capital type) with a maximum scale of RMB 10 billion, subject to regulatory approval [5]. - A report on the pledge of shares held by Xi'an Financial Holding Co., Ltd. was approved [4]. Group 5: Upcoming Events - The board agreed to convene the second extraordinary general meeting of shareholders on August 14, 2025 [5].

Meeting Information - The second extraordinary general meeting of shareholders for 2025 will be held on August 14, 2025, at 9:30 AM [1] - The meeting will take place at the conference room on the third floor of Xi'an Bank Building, located at No. 60 Gaoxin Road, Xi'an, Shaanxi Province [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's online voting system [1][2] Voting Procedures - The online voting period will be from 9:15 AM to 3:00 PM on August 14, 2025 [2] - Shareholders can vote via the trading system or the internet voting platform, with specific instructions for identity verification for first-time users [5] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts [5] Agenda Items - The meeting will review several non-cumulative voting proposals, including the election of directors and the issuance of financial bonds (non-capital type) [3][4] - The proposals have been approved by the company's board during its 29th meeting on July 30, 2025, and will be detailed in the meeting materials [3][4] Attendance and Registration - Shareholders registered by the close of trading on August 6, 2025, are eligible to attend the meeting [6] - Registration for the meeting will take place on August 8, 2025, with specific requirements for documentation [6] Additional Information - Contact details for inquiries include the office of the board of directors at Xi'an Bank Building, with specified phone numbers and email addresses [9]

《中华人民共和国公司法》关于董事任职资格的规定； （二）《中华人民共和国公务员法》关于公务员兼任职务的 规定（如适用） ； （三）中国证监会《上市公司独立董事管理办法》、上海证 券交易所自律监管规则以及公司章程有关独立董事任职资格和 条件的相关规定； （四）中共中央纪委、中共中央组织部《关于规范中管干部 辞去公职或者退（离）休后担任上市公司、基金管理公司独立董 事、独立监事的通知》的规定（如适用） 独立董事提名人声明与承诺 提名人西安银行股份有限公司董事会提名与薪酬委员会，现 提名张蕾为西安银行股份有限公司第六届董事会独立董事候选 人，并已充分了解被提名人职业、学历、职称、详细的工作经历、 全部兼职、有无重大失信等不良记录等情况。被提名人已同意出 任西安银行股份有限公司第六届董事会独立董事候选人（参见该 独立董事候选人声明）。提名人认为，被提名人具备独立董事任 职资格，与西安银行股份有限公司之间不存在任何影响其独立性 的关系，具体声明并承诺如下： 一、被提名人具备上市公司运作的基本知识，熟悉相关法律、 行政法规、规章及其他规范性文件，具有 5 年以上法律、经济、 会计、财务、管理或者其他履行独立董事职责所必需 ...