Bank of Zhengzhou Co., Ltd. (“Bank of Zhengzhou”) recently released its Articles of Association, outlining detailed provisions for corporate governance, share management, board structure, profit distribution, and other key aspects of operations. The document clarifies the Bank’s official registered name, business objectives, scope of business, and stresses compliance with regulatory requirements under the Company Law and Commercial Banking Law.
The Articles specify a share capital structure comprising ordinary shares and the option to issue preference shares. They also detail capital increase or reduction procedures, mergers, divisions, and liquidation arrangements. Specific chapters address shareholders’ rights and obligations—covering meeting protocols, voting procedures, and responsibilities—alongside regulations aimed at preventing conflicts of interest, especially in related party transactions.
A dedicated section describes the Bank’s Party Committee and its role in guiding crucial corporate decisions. The management framework is further refined through the Board of Directors, which includes executive directors and independent directors, along with specialized committees such as Risk Management, Audit, and Related Party Transactions Control. Duties, meeting procedures, and voting rules for the Board are set forth, reinforcing oversight and accountability measures. The Articles also formalize the process for selecting senior management, defining their responsibilities, performance reviews, and oversight by the Board.
Notably, a separate chapter details regulations on preference shares, including rights to dividend distributions and the scope for mandatory conversion under certain conditions. Provisions also cover re-election of directors, resignation requirements, and the role of external auditors. Overall, Bank of Zhengzhou’s updated Articles of Association highlight a corporate governance system aligned with regulatory standards, addressing shareholders’ interests and setting frameworks for sustainable operations.