郑州银行股份有限公司股东会议事规则 第一章 总则 第一条 为完善郑州银行股份有限公司（以下简称"本行"）公司治理，保 障股东依法行使权利，确保股东会高效规范运作和科学决策，根据《中华人民共 和国公司法》（以下简称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证 券法》"）、《中华人民共和国商业银行法》、《上市公司章程指引》、《上市公司股东 会规则》、《香港联合交易所有限公司证券上市规则》（以下简称"《香港上市规 则》"）、《银行保险机构公司治理准则》等有关法律、行政法规、规章和《郑州银 行股份有限公司章程》（以下简称"本行章程"）的规定，结合本行实际情况，制 定本议事规则。 第二条 股东会由本行全体股东组成。股东会依法行使法律、行政法规、规 章及本行章程规定的各项职权，不得干涉股东对自身权利的处分。 本行应当严格按照法律、行政法规、部门规章、本行股票上市地证券监督管 理机构及证券交易所、本议事规则及本行章程的相关规定召开股东会，保证股东 能够依法行使权利。 股东会应当在《公司法》和本行章程规定的范围内行使职权。 第三条 本议事规则对本行及本行股东、董事、高级管理人员和列席股东会 会议的其他有关人员均 ...

Market Performance - The city commercial bank sector increased by 0.96% on November 10, with Xiamen Bank leading the gains [1] - The Shanghai Composite Index closed at 4018.6, up 0.53%, while the Shenzhen Component Index closed at 13427.61, up 0.18% [1] Individual Bank Performance - Xiamen Bank's closing price was 7.44, with a rise of 2.90% and a trading volume of 331,500 shares, amounting to 2.44 billion yuan [1] - Shanghai Bank closed at 10.23, up 2.30%, with a trading volume of 652,200 shares and a transaction value of 660 million yuan [1] - Qilu Bank saw a closing price of 6.20, increasing by 1.97%, with a trading volume of 727,200 shares and a transaction value of 450 million yuan [1] - Other notable banks include Changsha Bank, Xi'an Bank, and Suzhou Bank, with respective increases of 1.72%, 1.51%, and 1.32% [1] Capital Flow Analysis - The city commercial bank sector experienced a net inflow of 77.51 million yuan from institutional investors, while retail investors saw a net outflow of 10.29 million yuan [1] - Beijing Bank had a significant net inflow of 1.35 billion yuan from institutional investors, but a net outflow of 582.22 million yuan from retail investors [2] - Jiangsu Bank also reported a net inflow of 103 million yuan from institutional investors, with retail investors experiencing a net outflow of 91.58 million yuan [2]

Core Insights - The report highlights the significant growth and development of inclusive finance in China, particularly focusing on small and micro enterprises and rural areas, with a notable annual growth rate of over 20% in inclusive micro loans during the 14th Five-Year Plan period [1][2] - As of June 2025, the balance of inclusive micro loans reached 36 trillion yuan, which is 2.3 times that of the end of the 13th Five-Year Plan, with a decrease in interest rates by 2 percentage points [1][2] - The average interest rate for newly issued inclusive micro loans was 3.48% as of June 2025, reflecting a decrease of 66 basis points year-on-year [1][2] Group 1: Digital Empowerment - Digital technology has been a key driver for the development of inclusive finance, with banks utilizing big data and AI to enhance loan approval efficiency and reduce financing costs [2][7] - The market structure among banks is changing, with large commercial banks holding a 45.11% share of inclusive micro loans, while rural financial institutions have seen a decline in their market share [2][3] - The average growth rate of inclusive micro loans has been slowing down, with a decrease from 30.9% in 2020 to 12.3% by mid-2025 [2][3] Group 2: Performance of Listed Banks - Among listed banks, Agricultural Bank of China, Industrial and Commercial Bank of China, and Beijing Bank reported the highest growth rates in inclusive micro loans at 18.50%, 17.30%, and 17.27% respectively [3][4] - In contrast, some banks, including Shanghai Bank and Zhengzhou Bank, experienced negative growth rates of -3.97% and -2.06% [3][4] - The performance of different banks varies significantly, with state-owned banks generally showing stronger growth in inclusive micro loans compared to smaller banks [3][4] Group 3: Interest Rates and Risk Management - The interest rates for newly issued inclusive micro loans have decreased across various banks, with the highest rate at 4.20% and the lowest at 2.94% [7][8] - The gap in interest rates between large and small banks is narrowing, with some large banks' rates aligning closely with those of smaller banks [8][9] - The report emphasizes the importance of risk management in the inclusive finance sector, with several banks focusing on improving asset quality and managing non-performing loans [9][10]

Core Viewpoint - Zhengzhou Bank plans to acquire the remaining 49% shares of Xun County Zhengyin Village Bank, which it currently holds 51% of, and will merge it into its branch after the acquisition [1] Group 1: Acquisition Details - Zhengzhou Bank currently holds 51 million shares of Xun County Zhengyin Village Bank, representing a 51% stake [1] - The bank intends to purchase the remaining 49% shares, totaling 49 million shares, from other shareholders through a cash transaction [1] - The acquisition will involve a share purchase agreement with the other shareholders and a merger agreement for those who do not sign the share purchase agreement [1] Group 2: Post-Acquisition Structure - Upon completion of the acquisition, all assets, liabilities, business operations, personnel, and rights and obligations of Xun County Zhengyin Village Bank will be inherited by Zhengzhou Bank [1] - Xun County Zhengyin Village Bank will be dissolved and its legal entity status will be canceled following the merger [1] - The acquisition is subject to approval from regulatory authorities before implementation [1]

Core Viewpoint - Zhengzhou Bank plans to acquire the remaining 49% shares of Xunxian Zhengyin Village Bank, which it currently holds 51% of, and will merge it into its branch after the acquisition [1] Group 1: Acquisition Details - Zhengzhou Bank currently holds 51 million shares of Xunxian Zhengyin Village Bank, representing a 51% stake [1] - The bank intends to purchase the remaining 49% shares, totaling 49 million shares, from other shareholders through a cash transaction [1] - The acquisition will involve a merger, transforming Xunxian Zhengyin Village Bank into a branch of Zhengzhou Bank [1] Group 2: Financial and Operational Implications - Upon completion of the acquisition, Zhengzhou Bank will inherit all assets, liabilities, operations, personnel, and other rights and obligations of Xunxian Zhengyin Village Bank [1] - Xunxian Zhengyin Village Bank will be dissolved and its legal entity status will be canceled following the merger [1] - The acquisition is subject to regulatory approval before implementation [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 會 就 本 公 告 全 部 或 任 何 部 分 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。 Bank of Zhengzhou Co., Ltd.* 鄭州銀行股份有限公司 * 海外監管公告 本 公 告 由 鄭 州 銀 行 股 份 有 限 公 司（「本 行」）根 據 香 港 聯 合 交 易 所 有 限 公 司證券上市規則第13.10B條 作 出。 以 下 為 本 行 於 深 圳 證 券 交 易 所 網 站 發 佈 之《鄭 州 銀 行 股 份 有 限 公 司 關 於 收 購 浚 縣 鄭 銀 村 鎮 銀 行 股 份 有 限 公 司 設 立 分 支 機 構 的 公 告》《鄭 州 銀 行 股份有限公司第八屆董事會2025年 第 八 次 臨 時 會 議 決 議 公 告》，僅 供 參 閱。 承董事會命 鄭州銀行股份有限公司* ...

Mergers and Acquisitions - Zhengzhou Bank plans to acquire 49% of the shares held by other shareholders of Xun County Zhengyin Village Bank for cash and will absorb and merge it into a branch of Zhengzhou Bank [1] - Sichuan Road and Bridge intends to acquire the bridge component asset group of New筑股份 for 628 million yuan, which constitutes a related party transaction [2] - Leike Defense has decided to acquire 24.4004% equity from minority shareholders of its subsidiary Yao Yun Technology for a transaction price based on the assessed value, totaling 117 million yuan [3] Shareholding Changes - Fuzhou Technology's controlling shareholder plans to reduce its stake by up to 2%, amounting to no more than 9.405 million shares [4] - Xinlong Holdings' shareholder Hainan Zhuhua plans to reduce its stake by up to 3%, which is no more than 16.15 million shares [5] - Jiangsu Cable's controlling shareholder intends to increase its stake by 100 million to 150 million yuan within 12 months, with a maximum purchase price of 4 yuan per share [6] Regulatory Issues - *ST Chang Pharmaceutical is under investigation by the China Securities Regulatory Commission for suspected false reporting of financial data [7] - Continental Oil and Gas's shareholder is being investigated for failing to halt trading when their combined shareholding reached 5% [8] - Meihua Biological's controlling shareholder has been sentenced to three years in prison, suspended for five years, for manipulating the securities market [9] - Bayi Steel is under investigation by the China Securities Regulatory Commission for suspected violations of information disclosure regulations [10]

Core Viewpoint - Zhengzhou Bank announced plans to acquire the remaining shares of Xunxian Zhengyin Village Bank and will merge it into its operations, effectively dissolving the latter as a separate entity [2] Group 1: Acquisition Details - The acquisition will be conducted in cash and will involve absorbing Xunxian Zhengyin Village Bank into Zhengzhou Bank as a branch [2] - Upon completion of the acquisition, all assets, liabilities, business operations, personnel, and rights and obligations of Xunxian Zhengyin Village Bank will be inherited by Zhengzhou Bank [2] - The legal entity status of Xunxian Zhengyin Village Bank will be canceled following the merger [2]

Core Viewpoint - Zhengzhou Bank plans to acquire the remaining shares of Xunxian Zhengyin Village Bank and will merge it into a branch of Zhengzhou Bank, leading to the dissolution of Xunxian Zhengyin Village Bank [1][2] Group 1: Acquisition Details - Zhengzhou Bank currently holds 51% of Xunxian Zhengyin Village Bank, with 51 million shares, and intends to purchase the remaining 49% held by other shareholders, totaling 49 million shares [2] - The acquisition will be executed through cash payments based on a share purchase agreement with the other shareholders, with the transaction price determined by an asset evaluation as of June 30, 2025 [2] - The acquisition has been approved by Zhengzhou Bank's board and is pending regulatory approval before implementation [2] Group 2: Financial Implications - The transaction price for both the share purchase and the merger will be consistent and based on the asset evaluation results, which will be filed with the state-owned assets supervision authority [2] - Each share's transaction price will be capped at the evaluated amount determined by the asset evaluation agency [2]