Zhengzhou Bank Co., Ltd. 2025 Annual Independent Director Performance Report (Liu Yatian)
In 2025, I strictly followed the requirements of the Company Law, the Management Measures for Independent Directors of Listed Companies, the Corporate Governance Rules for Banking and Insurance Institutions, the Shenzhen Stock Exchange Main Board Listed Company Regulation No. 1, the Hong Kong Stock Exchange Listing Rules, and the Articles of Association of Zhengzhou Bank Co., Ltd. (hereinafter referred to as the "Articles of Association") to actively perform my duties as an independent non-executive director. I fully leveraged the independence and professionalism of an independent non-executive director to earnestly protect the legitimate rights and interests of Zhengzhou Bank Co., Ltd. (hereinafter referred to as the "Company"), its shareholders, especially small and medium shareholders, and financial consumers.
I. Basic Information of Independent Non-Executive Director
(I) Work Experience, Professional Background, and Concurrent Positions I am Liu Yatian, with a postgraduate degree and the title of Professor. I have served as a teacher at China University of Political Science and Law, a member of the Academic Committee of the School of Continuing Education, a member of the Party Committee, a member of the legislative expert group for the Contract Law section of the Civil Code of the People's Republic of China, an arbitrator at the Tianjin Arbitration Commission, and a member of the Expert Committee of the Pinggu District Procuratorate of Beijing. I have served as an independent non-executive director of the Company since March 2025.
(II) Statement on Circumstances Affecting Independence As an independent non-executive director of the Company, I do not hold any positions in the Company other than independent non-executive director and member or chairman of the Board's special committees. I have no relationship with the Company or its major shareholders that would hinder independent and objective judgment, and there are no circumstances that affect my independence, meeting the independence requirements for serving as an independent non-executive director stipulated by applicable regulatory provisions.
II. Overview of Independent Non-Executive Director's Annual Performance
(I) Attendance at Meetings In 2025, the Company convened the 2024 Annual General Meeting of Shareholders, the First Extraordinary General Meeting of Shareholders of A Shares in 2025, the First Extraordinary General Meeting of Shareholders of H Shares in 2025, with a total of 17 proposals reviewed and 5 reports heard. The Board of Directors held 14 meetings, reviewing 73 proposals and hearing 25 reports. The Strategy Committee held 2 meetings, reviewing 2 proposals. The Risk Management Committee held 12 meetings, reviewing 24 proposals. The Related Party Transactions Control Committee held 9 meetings, reviewing 18 proposals. The Audit Committee held 5 meetings, reviewing 12 proposals and hearing 3 reports. The Nomination Committee held 5 meetings, reviewing 5 proposals. The Remuneration and Assessment Committee held 2 meetings, reviewing 2 proposals. The Consumer Rights Protection Committee held 3 meetings, reviewing 2 proposals and hearing 7 reports. The Independent Directors' Special Committee held 1 meeting, reviewing 2 proposals. I personally attended all shareholder meetings, board meetings, and all special committee meetings and independent directors' special committee meetings that I was required to attend, with no absences or proxy attendance. For all matters reviewed, I cast an affirmative vote after careful consideration, with no abstentions or negative votes. The specific attendance details are as follows:
| Name | Liu Yatian |
|---|---|
| Shareholders' Meeting | 4/4 |
| Board of Directors | 11/11 |
| Strategy Committee | - |
| Risk Management Committee | 6/6 |
| Related Party Transactions Control Committee | 3/3 |
| Audit Committee | - |
| Nomination Committee | - |
| Remuneration and Assessment Committee | 2/2 |
| Consumer Rights Protection Committee | 1/1 |
| Independent Directors' Special Committee | 1/1 |