西安银行股份有限公司 会议材料 （股票代码：600928） 目 录 西安银行股份有限公司关于选举刘金平先生为第六届董事会董事的议案 ..... 6 西安银行股份有限公司关于选举张蕾女士为第六届董事会独立董事的议案 ... 8 西安银行股份有限公司关于选举张成喆先生为第六届董事会董事的议案 .... 10 会 议 议 程 时 间：2025 年 8 月 14 日（星期四）上午 9：30 地 点：陕西省西安市高新路 60 号西安银行大厦三楼会议室 会 议 须 知 为了维护全体股东的合法权益，确保股东大会会议秩序和议 事效率，根据《中华人民共和国公司法》《上市公司股东会规则》 《西安银行股份有限公司章程》和《西安银行股份有限公司股东 大会议事规则》等相关规定，制定本须知。 一、股东及股东代理人参加股东大会，应认真履行法定权利 和义务，尊重和维护其他股东的合法权益。会议期间请将手机铃 声置于无声状态，谢绝个人进行拍照、录音、录像，请勿随意走 动和打断他人的正常发言，保障股东大会的正常秩序。。 二、在会议主持人宣布现场出席会议的股东和股东代理人人 数及其所持有表决权的股份总数之前，会议登记终止。 三、股东及股东代理人参加 ...

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]

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]