Zhongyuan Bank has released a circular outlining a multi-pronged restructuring that will be put to a vote at its Second Extraordinary General Meeting (EGM) on 23 October 2026 in Zhengzhou.
Key agenda items include:
1. Leasing Subsidiaries Merger • AB Leasing will absorb BOL Financial Leasing through a share swap. • AB Leasing will issue 1.65 billion new shares at RMB 2.28 per share; BOL shares are priced at RMB 1.89. • Valuations: AB Leasing’s net assets were appraised at RMB 6.85 billion; BOL Financial Leasing at RMB 3.78 billion (both as of 31 March 2026). • Registered capital of AB Leasing will rise from RMB 3.00 billion to RMB 4.65 billion; Zhongyuan Bank’s stake will fall to 88.23 % while new minority shareholders include Zhongyuan Trust and Luoyang Zhongye (each 3.55 %). • The transaction is classified as both a discloseable and connected transaction; Henan Investment Group and associated parties will abstain from voting.
2. Absorption of Three County Banks • Zhongyuan Bank intends to acquire the remaining stakes in Xiping, Suiping and Linzhou Zhongyuan County Banks (current holdings: 43.69 %, 51.02 % and 51 % respectively). • The three entities will be dissolved and converted into branches, with all assets and liabilities assumed by the Bank. • The chairman is to receive a 12-month mandate to execute the acquisitions and related regulatory filings.
3. Governance Updates • Proposed amendments to the Articles of Association to align with updated PRC banking regulations and bolster compliance, risk control and Party committee functions. • Registered capital will increase from RMB 20.08 billion to RMB 36.55 billion following prior equity issues.
The EGM notice confirms the register of members will close from 20 October to 23 October 2026. Shareholders recorded on 20 October are eligible to attend and vote.