Guangzhou Rural Commercial Bank Co., Ltd. (GRCB) released its fully revised 2026 Articles of Association, detailing updated corporate governance architecture, share capital composition, and risk-management mandates.

Key Corporate Profile • Registered capital: RMB14.41 billion, fully paid and divided into 14.41 billion ordinary shares with a par value of RMB1 each. • Share mix: 11.73 billion domestic shares (81.44%) and 2.67 billion H-shares (18.56%), all under central custody (CSDC for domestic, HKSCC for H-shares). • Domicile: No. 9 Yingri Road, Huangpu District, Guangzhou, 510663. • Business scope covers deposit-taking, lending, settlements, government bond underwriting, bank cards, wealth management, securitisation and other State-Council-approved banking activities.

Enhanced Governance Framework • Board size fixed at 17 directors: two executive, fourteen non-executive (including at least one-third independent) and one employee director. • Key committees: Related Party Transactions & Risk Management; Nomination & Remuneration; Strategy & Investment (Sannong); Audit; and Consumer Rights Protection. • Party Committee leadership integrated with corporate governance; the chairman of the Board doubles as Party Secretary. • Senior management led by a president; the chairman and president roles are separated.

Shareholder & Capital Provisions • A single natural person may not exceed regulatory ownership caps; cumulative holdings of employees and each domestic non-financial institution are also capped. • Preference shares may account for up to 50% of ordinary shares and 50% of net assets; no investor put option, while GRCB reserves redemption rights five years post-issuance subject to capital adequacy. • Mandatory conversion of preference shares into ordinary shares is triggered by pre-set regulatory events.

Profit Distribution & Reserves • At least 10% of after-tax profit is transferred to statutory reserves until the reserve reaches 50% of registered capital. • Dividend payments hinge on regulatory capital thresholds; unpaid preference-share dividends are non-cumulative and cancellable at the Bank’s discretion.

Risk & Internal-Control Responsibilities • The Board assumes ultimate responsibility for comprehensive risk management, capital adequacy, anti-money-laundering, data governance, business continuity and consumer-rights protection. • An independent internal audit department reports directly to the Audit Committee; external auditors are appointed annually by shareholders.

Capital Actions • Purchase or disposal of assets or guarantees exceeding 30% of latest audited total assets require shareholder approval. • Share buy-backs are permitted only under specific statutory scenarios, capped at 10% of issued shares if conducted for employee incentives, debt conversion or value protection.

Dissolution & Liquidation • Triggers include shareholder resolution, regulatory licence revocation or persistent operational deadlock; liquidation committees must form within 15 days of approval by banking regulators.

Amendment & Disclosure • Any future amendments demand shareholder approval and filing with the banking regulatory authority of the State Council. • Financial reports will continue to follow PRC and IFRS standards, with semi-annual results due within 60 days and annual results within 120 days of period end.

The updated Articles became effective upon regulatory approval and now serve as the governing charter for GRCB’s operations, risk management and shareholder relations.