The Company insisted on improving the corporate governance as the key to enhancing the corporate competitiveness and sustainability, continued to promote the organic integration of strengthening the leadership of the Party and improving the corporate governance, continuously optimized the governance structure and strengthened the governance and supervision mechanism, endeavored to improve the effectiveness and modernization of corporate governance, and to provide a strong safeguard for its standardized and sound operation.
Corporate Governance Structure
The shareholders’ meeting is the organ of power of the Company. The shareholders’ meeting exercises functions and powers within the scope prescribed by laws, administrative regulations, rules, regulatory provisions and the Articles to elect, replace and remove the relevant directors, decide on matters related to the emoluments of directors, consider and approve the annual financial budget and final account statement, the profit distribution plan and loss recovery plan of the Company, amend the Articles, the procedural rules of the shareholders’ meeting and the meetings of the board of directors, and decide the engagement or dismissal of accounting firms for conducting regular statutory audits work for the Company’s financial reports, etc.
According to the Articles, the nomination and remuneration committee of the board of directors or shareholders individually or jointly holding 3% or more of the total number of the shares of the Company with voting rights can nominate candidates for directors (other than independent directors) to the board of directors, attached with written materials including their basic information and biographies. Independent directors shall be nominated by the nomination and remuneration committee of the board of directors or shareholders individually or jointly holding 1% or more of the shares with voting rights of the Company.
(1) Shareholders shall nominate candidates for directors in strict compliance with the conditions and procedures required by laws, regulations and the Articles;
(2) The nomination and remuneration committee of the board of directors shall conduct preliminary verification on the qualifications and conditions of the candidates for directors, and propose the qualified candidates to the board of directors for consideration; the board of directors shall propose the candidates for directors to the shareholders’ meeting by way of written proposal after they are considered and approved by the board of directors;
(3) A candidate of director shall, prior to the convening of the shareholders’ meeting, give a written undertaking letter that he/she agrees to accept the nomination and that the personal information as publicly disclosed is true and complete, and warrants that he/she will duly perform his/her obligations as a director after he/she is elected; a written notice of the intention to nominate a candidate of director and the candidate’s willingness to be elected and the written materials of the candidate’s basic information shall be delivered to the board of directors no later than 10 days prior to the convening of the shareholder’s meeting;
(4) The board of directors shall disclose the detailed information on the candidates of directors to shareholders at least 7 days before the convening of the shareholder’s meeting, to ensure shareholders to obtain adequate knowledge about the candidates when casting their votes;
(5) The board of directors shall give at least 7 days for relevant nominators and candidates of directors for submission of the written notice and materials set forth as above (such period shall be calculated commencing from the day following the date of issuance of the notice of the shareholders’ meeting);
(6) The shareholders’ meeting shall review and vote on the election of the candidates one by one;
(7) If the proposal of the election of a director was passed by the shareholders’ meeting, the appointment of a new director shall take effect when the following conditions are satisfied: 1. the resolution effecting such appointment is passed at the shareholders’ meeting; 2. the qualification of the relevant director is approved by the banking regulatory authority of the State Council.
The board of directors shall perform the following duties in accordance with laws, including but not limited to: to implement the resolutions of the shareholders’ meeting; to determine the development strategies, operation plans and investment plans of the Company, and supervise the implementation; to formulate annual financial budget and final accounting statement of the Company; to formulate profit distribution plan and loss recovery plan of the Company; to formulate plans for the increase or reduction of the registered capital; to formulate the basic management system of the Company and supervise its implementation; to determine the risk tolerance, risk management, compliance and internal control policies of the Company, and take ultimate responsibility for comprehensive risk management; to formulate share incentive schemes, etc.
Zhang Weidong, Chairman and Executive Director：Mr. Zhang has been the executive Director since January 2020 and Chairman since August 2022. He worked in China Construction Bank from July 1992 to April 1999 and previously served as the cadre and deputy director of the real estate credit department. He joined the Company in April 1999 and successively held various positions since September 2002 as the deputy director of the asset appraisal department, the general manager of the asset appraisal department, the general manager of the market development department, the head of the reorganization leading panel office, the head of the strategic investors introduction and listing panel office, the head of the listing preparation leading panel office, the general manager of the investment and financing management department, the Board Secretary (concurrently serving as the general manager of strategic development department, the director of the financial risk research center and the director of the postdoctoral management office) and the Assistant to the President of the Company. From November 2015 to October 2019, he successively held various positions in China Trust Protection Fund Co., Ltd., including the executive director, vice president and president. Mr. Zhang served as the deputy secretary of the Party Committee of the Company from October 2019 to March 2022 and President from January 2020 to July 2022, and has been serving as the secretary of the Party Committee of the Company since March 2022, and concurrently serving as the nonexecutive director and chairman of NCB Hong Kong since November 2020. Mr. Zhang graduated from Tongji University in 1989 with a bachelor’s degree in Engineering and graduated from Renmin University of China in 1992 with a master’s degree in Economics. He holds the professional title of Senior Economist.
SONG Weigang, Executive Director and President：Mr. Song has been the executive Director and President since Dec 2025. From August 1998 to April 2014, Mr. SONG worked at the Ministry of Finance, successively serving as a staff member and senior staff member of the Finance Division and the Information Division, and a deputy director-level secretary and director-level secretary of the Minister’s Office of the General Office, as well as a researcher,director and deputy department-level cadre of the Department of Economic Construction. From April 2014 to August 2015, he served as the vice chairman of China Securities Investor Protection Fund Corporation Limited. From August 2015 to October 2016, he served as a member of the Party Committee and vice chairman of China Securities Investor Protection Fund Corporation Limited. From October 2016 to April 2022, he served as a member of the Party Committee and deputy general manager of China Galaxy Financial Holdings Company Limited (from November 2016 to May 2021, he concurrently served as the secretary of the Party Committee and chairman of China Galaxy Investment Management Company Limited).From April 2022 to September 2025, he served as the deputy secretary of the Party Committee,an executive director, and general manager of China Galaxy Financial Holdings Company Limited (from February 2022 to June 2024, he concurrently served as the secretary of the Party Committee and chairman of Galaxy Fund Management Company Limited; since December2024, he has concurrently served as a director of China Galaxy Securities Co., Ltd.). Mr.SONG graduated from Shandong University of Finance (currently known as Shandong University of Finance and Economics) in 1998 with a bachelor’s degree in economics,majoring in accounting. He graduated from the Research Institute for Fiscal Science of the Ministry of Finance (currently known as Chinese Academy of Fiscal Sciences) in 2003 with a master’s degree in economics, majoring in finance. He graduated from the School of Economics of Renmin University of China in 2009 with a doctorate degree in economics,majoring in world economics. He holds the professional title of Senior Economist.
Zhao Limin, Executive Director and Vice President：Mr. Zhao has been the executive Director since May 2022. He worked in China Construction Bank from July 1993 to September 1999, and joined the Company in September 1999. He had held various positions successively, including the deputy director of the Hohhot office, the general manager of the Jilin branch of the Company and the general manager of Cinda Investment. He has been serving successively as assistant to President and a member of the Party Committee and Vice President since August 2019, and concurrently serving as the director and chairman of Cinda Real Estate from December 2020 to August 2022. Mr. Zhao obtained a bachelor’s degree in Economics from Liaoning University in 1993. He holds the professional title of Senior Economist.
Zeng Tianming, Non-executive Director：Mr. Zeng has been a non-executive Director since December 2024. From October 1985 to July 1992, he successively served as a warrior of the Third PAP Transportation Branch, as well as a warrior, a volunteer and the deputy squad leader of the gold corps of PAP. From July 1992 to November 2007, he had successively held various positions with the gold command department of the PAP, including the financial treasurer and the accountant at the level of platoon leader, the assistant at the level of deputy company commander and assistant at the level of company commander of Beijing enterprise office, and the assistant accountant and deputy director of the work department directly under the command department. From November 2007 to March 2018, he served as a cadre of the finance and accounting department, and a deputy researcher, a researcher and the director of the finance department of the finance and accounting department (solvency supervision department) of the China Insurance Regulatory Commission. From March 2018 to March 2023, he served as the office director, cadre at director level, firstclass researcher and second-class inspector of the youth league committee of the Party committee (publicity department of the Party committee) of the labor union of the CBIRC. From April 2023 to December 2024, he served as the second-class inspector of the Party committee of the NFRA. Mr. Zeng graduated from the Engineering College of PAP (currently known as Engineering University of PAP) majoring in financial management.
ZHANG Zhongmin, Non-executive Director：Ms. Zhang has been a non-executive Director since March 2025. She served as a cadre, and an assistant researcher of the research and development division of the investment department, a researcher of the equity division, the director of the direct management division, the director of the equity management division, as well as the deputy director of the equity asset department (industrial investment department) of the NCSSF. She currently serves as a director of Founder Securities Co., Ltd. Ms. Zhang graduated from Hunan University with a bachelor’s degree in Economics in 1992, and graduated from Renmin University of China with a master’s degree and a PhD degree in Economics in 2003 and 2006, respectively.
Lu Zhengfei, Independent Non-executive Director：Mr. Lu has been an independent non-executive Director since September 2019. He is currently a professor of accounting and PhD tutor of the Guanghua School of Management of Peking University, the director of the research center for financial analysis and financial investment of Peking University, and concurrently an executive director of the Accounting Society of China and the deputy director of the professional committee for financial management, a member of the Editorial Committees of Accounting Research and Auditing Research. He was elected into the “Accountant Specialist Training Project” (first batch) of MOF in 2013, and as a Changjiang Scholars Distinguished Professor of the Ministry of Education in 2014. From 1994 to 1999, Mr. Lu served as the head of the accounting department of the Business School of Nanjing University. From 2001 to 2015, he successively served as the head of the accounting department and vice president of the Guanghua School of Management of Peking University. Mr. Lu is currently an independent non-executive director of Sino Biopharmaceutical Limited, independent director of Xinjiang Tianshan Cement Co., Ltd. and independent director of China International Capital Corporation Limited, and used to be an independent supervisor of PICC Property and Casualty Company Limited. Mr. Lu graduated from the accounting department of Renmin University of China in 1988 with a master’s degree in Economics and graduated from the Business School of Nanjing University in 1996 with a doctorate in Economics.
Lam Chi Kuen, Independent Non-executive Director：Mr. Lam has been an independent non-executive Director since November 2019. He is now an independent non-executive director of Luks Group (Vietnam Holdings) Company Limited and independent director of China Life Insurance Company Limited. Mr. Lam once served as a senior consultant and partner of Ernst & Young. Mr. Lam received a higher diploma in Accounting from the Hong Kong Polytechnic (currently known as The Hong Kong Polytechnic University) in 1977. He is a member of the Hong Kong Institute of Certified Public Accountants and a fellow of the Association of Chartered Certified Accountants.
Wang Changyun, Independent Non-executive Director：Mr. Wang has been an independent non-executive director of the company since September 2022. He currently serves as a professor and a PhD tutor in finance at the School of Finance of Renmin University of China, the head of the Institute of International M&A and Investment of Renmin University of China, and the deputy director of the ESG Research Center of Renmin University of China. He received the Financial Support of the National Science Fund for Distinguished Young Scholars in 2007 and the title of Middle Age Experts with National Outstanding Contribution in 2013. In 2014, he was elected as the Cheung Kong Distinguished Professor of the Ministry of Education. He is also entitled to the Special Government Allowance of the State Council. From 1999 to 2005, he served as a lecturer at the Business School of National University of Singapore. He previously served as the chair of the Applied Finance Department in School of Finance, director of China Financial Policy Research Center and dean of Hanqing Advanced Institute of Economics and Finance of Renmin University of China. He is currently the vice chairman of China Investment Specialty Construction Association, executive director of China Investment Association, director of China Society for Finance and Banking and special auditor of National Audit Office. He is currently the independent director of Agricultural Bank of China Limited, Hexie Health Insurance Co., Ltd., Shenwan Hongyuan Securities Co., Ltd. and Aerospace Science & Technology Finance Co., Ltd. Mr. Wang previously served as the independent director of Bank of China Limited, Beijing Haohua Energy Resource Co., Ltd. and Sunway Co., Ltd. He graduated from Renmin University of China with a bachelor’s degree and a master’s degree in Economics in 1986 and 1989, respectively; he graduated from the University of London with a doctorate in Financial Economics in 1999.
Sun Maosong, Independent Non-executive Director：Mr. Sun has been an independent non-executive Director of the company since September 2022. He is currently a professor and a PhD tutor of the Department of Computer Science and Technology, Tsinghua University, the executive vice president of the Institute for Artificial Intelligence, Tsinghua University, a member of the Degree Evaluation Committee and the chairman of the Computer Degree Evaluation Sub-committee of Tsinghua University, the director of the Massive Online Education Research Center of Tsinghua University, the co-director of the Tsinghua-NUS Next Joint Research Center, the executive director of the Chinese Association for Artificial Intelligence and the chief editor of the Journal of Chinese Information Processing, a national core journal. He is the chief scientist of the National Basic Research Program of China (Program 973) and chief specialist of significant projects under the National Social Science Fund of China. In 2016, he was selected as the “National Excellent Technical Personnel”. In 2020, he was elected as a foreign member of Academia Europaea. In 2021, he was elected as a member of Chinese Association for Artificial Intelligence and Chinese Information Processing Society of China, respectively. He was the dean of the Department of Computer Science and Technology, Tsinghua University from 2007 to 2010. He currently serves as an independent director of Mango Excellent Media Co., Ltd. He graduated from the Department of Computer Science and Technology, Tsinghua University with a bachelor’s degree and a master’s degree in Engineering in 1986 and 1988, respectively. He graduated from the City University of Hong Kong with a doctorate in Philosophy in 2004.
SHI Cuijun, Independent Non-executive Director：Ms. Shi has been an independent non-executive Director since April 2023. She is currently the arbitrator of Hong Kong International Arbitration Centre, China International Economic and Trade Arbitration Commission and Beijing Arbitration Commission. She served as the legal counsel of the Beijing Representative Office of CMS Cameron McKenna LLP in the United Kingdom, the senior lawyer of the Beijing Representative Office of Herbert Smith Freehills LLP in the United Kingdom, the general counsel of State Grid Assets Management Co., Ltd., the senior legal counsel of the legal department of Siemens Ltd., China and the general counsel of Total Energy (Beijing) Enterprise Management Co., Ltd. She used to be an independent director of Beijing Zhong Ke San Huan Hi-Tech Co., Ltd. Ms. Shi graduated from the College of Arts and Law of Beijing Union University with a bachelor’s degree in law in 1992. She graduated from the School of Law of Boston University with a master’s degree in banking and financial law in 2001.
There are five special committees under the Board of Directors and their members are as follows:
Strategic Development Committee (6 members):ZHANG Weidong (Chairman), SONG Weigang, ZENG Tianming, ZHANG Zhongmin, LAM Chi Kuen, SUN Maosong
Audit Committee (4 members)：LU Zhengfei (Chairman), LAM Chi Kuen, WANG Changyun,SHI Cuijun
Risk Management Committee (4 members)：ZHAO Limin, ZENG Tianming, LU Zhengfei, SUN Maosong
Nomination and Remuneration Committee (4 members)：SUN Maosong (Chairman), ZHANG Zhongmin, WANG Changyun, SHI Cuijun
Connected Transaction Control Committee (4 members)：WANG Changyun (Chairman), LU Zhengfei, LAM Chi Kuen, SHI Cuijun
The details of the Company's senior management are as follows:
SONG Weigang, President：Please see “Directors”.
Ling Gan, Senior Management member：Mr. Ling has been serving as a Senior Management member since October 2022. From August 1992 to July 2001, Mr. Ling worked in the PBOC and successively served as a cadre, a section officer in the legislation division and a deputy chief officer in the legislation division of the department of treaty and law, a chief officer in the secretariat III, the supervision division and the secretariat, and a deputy head level secretary in the secretariat of the general office, and a deputy director and secretary of the party committee in the office of the Shanghai Branch. From July 2001 to July 2006, Mr. Ling served as deputy director and director of the board of supervisors of China Everbright Group and CITIC Group. From July 2006 to October 2022, Mr. Ling served as a member of the party committee, deputy director general, secretary of the party committee and director general of the Ningbo Office, secretary of the party committee, and director general of the Shaanxi Office, director of the supervision department of the city commercial bank supervision department, director of the banking institution examination bureau and inspector I (at the level of director) of the CBIRC (or CBRC). In October 2022, Mr. Ling joined the Company as the Deputy Secretary of the Party Committee (enjoying the principal title of the Company). Mr. Ling obtained a bachelor’s degree in Law from Hunan Finance and Economics College (currently known as Hunan University) in 1992 and a master’s degree in Economics from Renmin University of China in 2000. He holds the professional title of Senior Economist.
Zhao Limin, Vice President：Please see “Directors”.
Li Hongjiang, Vice President：Mr. Li has been serving as Vice President since May 2021. He worked in China Construction Bank from August 1992 to September 1998, and joined the Company in July 2001. He had held various positions successively, including the deputy general manager of the Guangdong branch, the general manager of the Jilin branch, the general manager of the asset operation department of the Company. He has been serving successively as assistant to President and a member of the Party Committee of the Company since August 2019, and served as the director and chairman of Jingu Trust from January 2021 to December 2024. He obtained a bachelor’s degree in Economics, a master’s degree in Economics and a doctorate in Economics from Dongbei University of Finance and Economics in 1992, 1999 and 2001, respectively. He holds the professional title of Senior Economist.
Jiu Zhengchao, Assistant to President：Mr. Jiu has been serving as assistant to President since December 2021. He worked in the editorial department of China Railway at the technological information research institute of the Ministry of Railways from July 1991 to August 1998, and joined the Company in May 1999. He had held various positions successively, including the assistant to the general manager of the investment banking department, the assistant to the general manager, the deputy general manager and the general manager of the equity management department (equity operation management), the general manager of the Shanghai Free Trade Zone Branch, and the general manager of the strategic customer department iii of the Company. He obtained a bachelor’s degree from Changsha Railway University (currently known as Central South University) and a master’s degree in Business Administration from Northern Jiaotong University (currently known as Beijing Jiaotong University) in 1991 and 1999, respectively. He holds the title of Senior Economist.
Wang Zhengmin, Assistant to President：Mr. Wang has been serving as assistant to President since December 2021. He worked in the Shenzhen branch of China Construction Bank from July 1995 to September 1999, and joined the Company in September 1999. He had held various positions successively, including the assistant to the general manager and the deputy general manager of Well Kent International Investment Company Limited, the deputy general manager of Cinda Hong Kong, the deputy general manager of the human resources department and the director of the chief executive’s office of the Company, and the general manager of the Tianjin Branch. He obtained a bachelor’s degree in Economics and a master’s degree in Economics from Wuhan University in 1995 and 2000, respectively. He holds the title of Economist.
Luo Zhenhong, Chief Risk Officer：Mr. Luo has been serving as the Chief Risk Officer since October 2013. From July 1988 to April 1999, Mr. Luo held various positions in China Construction Bank. Mr. Luo joined the Company in April 1999 and served as the deputy general manager and the general manager of the legal department, the general manager of the legal and compliance department of the Company. From October 2008 to November 2012, Mr. Luo served as the vice president of the banking law division of China Law Society and has served as the vice president of China Banking Law Society since November 2012. Mr. Luo graduated from Peking University with a bachelor’s degree in Law in 1988, a master’s degree in Law in 2002, and an EMBA degree in 2012.
Ai Jiuchao, Board Secretary：Mr. Ai has been serving as the Board Secretary since April 2016. He held various positions in China National Coal Allocation Corporation, the Ministry of Coal Industry and the National Coal Industry Bureau from June 1989 to September 2000. Mr. Ai joined the Company in September 2000. He served as the deputy head and deputy head (at the grade of director) of the chief executive office, the general manager of the compliance management department and the head of the board office. In addition, he has also served as the general manager of the strategic development department and the director of the financial risk research center. He has been serving as the director and chairman of Cinda Securities since November 2020. Mr. Ai graduated from the China University of Mining and Technology and obtained a bachelor’s degree in Engineering in 1989. He also obtained a bachelor’s degree in Economics from Renmin University of China in 1996 and an EMBA degree from China University of Mining and Technology in 2002. He holds the professional title of Senior Economist.
Yang Yingxun, Chief Financial Officer：Mr. Yang has been serving as the Chief Financial Officer since August 2020. He worked in China Construction Bank Trust and Investment Corporation from July 1996 to May 1999. Mr. Yang joined the Company in May 1999. He had held various positions, including the financial director of Cinda Property and Casualty Insurance Co., Ltd., the financial director and vice president of Happy Life Insurance Co., Ltd., and general manager of the planning and finance department. He has been serving as a nonexecutive director of NCB Hong Kong since September 2020. Mr. Yang obtained a bachelor’s degree in Economics from the University of International Business and Economics in 1996 and an MBA degree from Tsinghua University in 2006. He holds the professional title of Economist.
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