Bank Of Zhengzhou Co.Ltd(002936) : Bank Of Zhengzhou Co.Ltd(002936) announcement on the resolution of the fourth extraordinary meeting of the seventh board of directors in 2021

Securities code: 002936 securities abbreviation: Bank Of Zhengzhou Co.Ltd(002936) Announcement No.: 2021-057 Bank Of Zhengzhou Co.Ltd(002936)

Announcement on resolutions of the fourth extraordinary meeting of the seventh board of directors in 2021

Bank Of Zhengzhou Co.Ltd(002936) (hereinafter referred to as “the bank”) and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.

On December 17, 2021, the bank sent a notice on convening the fourth extraordinary meeting of the seventh board of directors in 2021 to all directors by e-mail and in writing. The meeting was held at Bank Of Zhengzhou Co.Ltd(002936) building, No. 22, business outer ring road, Zhengzhou on December 23, 2021. 12 directors of the 7th board of directors were elected at the bank’s 2020 annual general meeting. Among them, one independent non-executive director can perform his duties only after obtaining the qualification approval of the regulatory authorities. In order to meet the provisions on the proportion of independent directors and ensure the normal operation of the board of directors, one independent non-executive director who has not been re elected will continue to perform his duties. There were 12 directors who should attend the meeting and 12 actually attended the meeting, including non-executive directors Mr. Liu Bingheng, Mr. Su Xiaojun and Mr. Wang Shihao, and independent non-executive directors Mr. Wu Ge and Ms. Li Shuxian attended the meeting by telephone or video access. All supervisors of the bank attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law, the stock listing rules of Shenzhen Stock Exchange, the Securities Listing Rules of the stock exchange of Hong Kong Limited and the articles of association of this bank. This meeting is legal and valid. The meeting was presided over by Mr. Wang Tianyu, chairman of the board, and the following proposals were considered and adopted:

1、 The meeting deliberated and adopted the regulations on changing business scope and revising

< Bank Of Zhengzhou Co.Ltd(002936) 章程>

The motion of the.

The proposal has 12 affirmative votes, 0 negative votes and 0 abstention votes.

The Bank Of Zhengzhou Co.Ltd(002936) announcement on changing the business scope and amending the articles of association is posted on cninfo.com( http://www.cn.info.com..cn. )Disclosure for investors’ reference.

This proposal shall be submitted to the general meeting of shareholders for deliberation.

2、 The meeting deliberated and adopted the proposal on adjusting Bank Of Zhengzhou Co.Ltd(002936) the composition of the special committee of the seventh board of directors.

In order to ensure the normal operation of each special committee of the board of directors, the board of directors agrees to adjust the composition of each special committee of the board of directors. The composition of each special committee of the board of directors after adjustment is as follows:

1. Strategic Development Committee: Mr. Wang Tianyu, Mr. Shen Xueqing and Mr. Xia Hua

2. Risk Management Committee: Mr. Wang Shihao, Ms. Li Yanyan and Mr. Ji Hongjun

3. Related party transaction control committee: Mr. Wu Ge, Ms. Li Yanyan and Mr. Su Xiaojun

4. Audit Committee: Ms. Li Shuxian, Mr. Li Xiaojian and Mr. Liu Bingheng

5. Remuneration and assessment committee: Ms. Li Yanyan, Ms. Li Shuxian and Mr. Wang Shihao

6. Nomination Committee: Mr. Li Xiaojian, Mr. Wu Ge and Ms. Wang Dan

7. Consumer Protection Committee: Mr. Shen Xueqing, Mr. Wang Tianyu and Mr. Xia Hua

Since Mr. Song Ke’s qualification as an independent director has not been approved, in order to meet the requirements of the proportion of independent directors in the board of directors, Mr. Wu Ge will continue to perform his duties. After Mr. Song Ke’s qualification as an independent director is approved, it is proposed that Mr. Song Ke replace Mr. Wu Ge as a member of the connected transaction control committee and the nomination committee.

The board of directors has agreed to elect Mr. Shen Xueqing as chairman of the Working Committee on consumer protection. The strategic development committee, risk management committee, audit committee, remuneration and assessment committee and nomination committee will report to the board of directors for approval after selecting the chairman. Mr. Wu Ge is still the chairman of the connected transaction control committee, and the chairman will be elected after Mr. Song Ke performs his duties and reported to the board of directors for approval.

The proposal has 12 affirmative votes, 0 negative votes and 0 abstention votes.

3、 The meeting considered and adopted the revised

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The motion of the.

The proposal has 12 affirmative votes, 0 negative votes and 0 abstention votes.

4、 The meeting deliberated and adopted the proposal on equity pledge of Henan Chendong Industrial Co., Ltd.

The proposal has 12 affirmative votes, 0 negative votes and 0 abstention votes.

It is hereby announced.

Bank Of Zhengzhou Co.Ltd(002936) board of directors December 24, 2021

 

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