HAITONG SECURITIES CO., LTD. 海通證券股份有限公司 Annual Report 2015 2015 Annual Report 年度報告 CONTENTS Section I Definition and Important Risk Warnings 3 Section II Company Profile and Key Financial Indicators 8 Section III Summary of the Company’s Business 23 Section IV Report of the Board of Directors 28 Section V Significant Events 62 Section VI Changes in Ordinary Share and Particulars about Shareholders 84 Section VII Preferred Shares 92 Section VIII Particulars about Directors, Supervisors, Senior Management and Employees 93 Section IX Corporate Governance 129 Section X Corporate Bonds 160 Section XI Financial Report 170 Section XII Documents Available for Inspection 171 Section XIII Information Disclosure of Securities Company 172 IMPORTANT NOTICE The Board, the Supervisory Committee, Directors, Supervisors and senior management of the Company represent and warrant that this annual report (this “Report”) is true, accurate and complete and does not contain any false records, misleading statements or material omission and jointly and severally take full legal responsibility as to the contents herein. This Report was reviewed and passed at the fifteenth meeting of the sixth session of the Board. The number of Directors to attend the Board meeting should be 13 and the number of Directors having actually attended the Board meeting was 11. Director Xu Chao, was unable to attend the Board meeting in person due to business travel, and had appointed Director Wang Hongxiang to vote on his behalf. Director Feng Lun was unable to attend the Board meeting in person due to business travel and had appointed Director Xiao Suining to vote on his behalf. None of the Directors or Supervisors has made any objection to this Report. The Company’s annual financial reports, prepared in accordance with the PRC GAAP and IFRS, were audited by BDO China Shu Lun Pan Certified Public Accountants LLP (Special General Partnership) and Deloitte Touche Tohmatsu respectively, whom then issued a standard unqualified audit report thereon. All the financial data in this Report were denominated in RMB unless otherwise indicated. Mr. Wang Kaiguo, Chairman of the Company, Mr. Li Chuqian, Chief Financial Officer and Ms. Qiu Xiaping, who is responsible for the accounting affairs, declare that they represent and warrant the truthfulness, accuracy and completeness of the financial report contained in this Report. The profit distribution proposal or proposal on transfer of capital reserve fund into share capital reviewed by the Board for the Reporting Period are as follows: On the basis of a total share capital of 11,501,700,000 A Shares and H Shares in issue as at 31 December 2015, cash dividend of RMB4.50 per 10 shares (inclusive of tax) will be distributed to all holders of A Shares and H Shares whose names appear on the register of members of the Company on the record date, with total cash dividend amounting to RMB5,175,765,000.00. The retained profits of the Company of RMB14,655,043,372.86 following the cash dividend distribution will be carried forward to the next year. Forward looking statements contained in this Report, including future plan and development strategy, do not constitute commitment to investors by the Company. Investors should be reminded of such investment risks. No appropriation of funds on a non-operating basis by the Company’s controlling shareholders or their respective related parties has occurred during the Reporting Period. The Company did not provide external guarantees in violation of any stipulated decision-making procedures during the Reporting Period. HAITONG SECURITIES CO., LTD. 2 Annual Report 2015 (H Share) SECTION I DEFINITION AND IMPORTANT RISK WARNINGS I. DEFINITION In this Report, unless the context otherwise requires, the following terms and expressions have the meanings set forth below: Definition of the frequently used terms “A Share(s)” domestic shares of the Company, with a nominal value of RMB1.00 each, which are listed and traded on the Shanghai Stock Exchange “Articles of Association” or “Articles” the articles of association of Haitong Securities “Board” the board of Directors of Haitong Securities “China” or “PRC” the People’s Republic of China excluding, for the purpose of this Report, Hong Kong, the Special Administrative Region of Macau and Taiwan “Code” the Corporate Governance Code and Corporate Governance Report set out in Appendix 14 to the Hong Kong Listing Rules “Company” or “Haitong Securities” Haitong Securities Co., Ltd. “CSRC” the China Securities Regulatory Commission “Director(s)” the director(s) of Haitong Securities “EUR” or “euro” the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended “Fullgoal Fund” Fullgoal Fund Management Co., Ltd. (富國基金管理有限公司) “Group” the Company and its subsidiaries “H Share(s)” ordinary shares in the share capital of the Company with nominal value of RMB1.00 each, which are subscribed for and traded in HK dollars and are listed on the Hong Kong Stock Exchange “Haitong Bank” Haitong Bank, S.A. HAITONG SECURITIES CO., LTD. Annual Report 2015 (H Share) 3 SECTION I DEFINITION AND IMPORTANT RISK WARNINGS “Haitong Capital” Haitong Capital Investment Co., Ltd. (海通開元投資有限公司) “Haitong Futures” Haitong Futures Co., Ltd. (海通期貨有限公司) “Haitong Innovation Securities” Haitong Innovation Securities Investment Co., Ltd. (海通創新證 券投資有限公司) “Haitong International Holdings” Haitong International Holdings Limited (海通國際控股有限公司) “Haitong International Securities” Haitong International Securities Group Limited (海通國際證 券集團有限公司), a company listed on the Hong Kong Stock Exchange under the stock code of 665 “Haitong UniTrust Leasing” Haitong UniTrust International Leasing Corporation (海通恒信 國際租賃有限公司) “Haitong UT” Haitong UT Capital Group Co., Limited (海通恒信金融集團有 限公司) “Haitong Xinchuang” Haitong Xinchuang Investment Management Co., Ltd. (海通新 創投資管理有限公司) “Haitong-Fortis PE” Haitong-Fortis Private Equity Fund Management Co., Ltd. (海富 產業投資基金管理有限公司) “HFT Investment” HFT Investment Management Co., Ltd. (海富通基金管理有限 公司) “HT Asset Management” Shanghai Haitong Securities Asset Management Company Ltd. (上海海通證券資產管理有限公司) “HK$”, “HKD” or “HK dollars” the lawful currency of Hong Kong “Hong Kong” the Special Administrative Region of Hong Kong of the People’s Republic of China “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “IFRS” the International Financial Reporting Standards HAITONG SECURITIES CO., LTD. 4 Annual Report 2015 (H Share) SECTION I DEFINITION AND IMPORTANT RISK WARNINGS “IPO” initial public offering “Model Code” the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Hong Kong Listing Rules “NSSF” the National Council for Social Security Fund of the PRC “PRC GAAP” generally accepted accounting principles in the PRC “QFII” Qualified Foreign Institutional Investor “Reporting Period” from 1 January 2015 to 31 December 2015 “RMB or Renminbi” the lawful currency of the PRC “RQFII” Renminbi Qualified Foreign Institutional Investor “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time “Shanghai Stock Exchange” or the Shanghai Stock Exchange “SSE” “Shenzhen Stock Exchange” or the Shenzhen Stock Exchange “SZSE” “Supervisor(s)” the supervisor(s) of Haitong Securities “Supervisory Committee” the supervisory committee of Haitong Securities “US$”, “USD” or “U.S. dollars” the lawful currency of the United States of America HAITONG SECURITIES CO., LTD. Annual Report 2015 (H Share) 5 SECTION I DEFINITION AND IMPORTANT RISK WARNINGS II. IMPORTANT RISK WARNINGS Our business is subject to many factors, including macroeconomic and monetary policies, laws and regulations on financial and securities industries, inflation, fluctuation in exchange rate, funding sources available in the market in short-term and long-term, cost of funding and level and volatility of interest rates. Turmoil in the financial markets, a downturn in general economic conditions or other risks associated with the securities industry in general could reduce securities trading and finance activities and affect the value of certain financial assets. Consequently, it would materially and adversely affect our results of operations and financial condition. The Company may also be exposed to the credit risk related to the issuer of assets because of holding financial assets. Underwriting, investing, margin financing and securities lending or other securities business may cause the Company to hold a large number of assets of specific class, resulting in the concentration risk to be borne by the Company. Operation of the Company mainly relies on the management and qualified professionals. However, the market competition to hire qualified professionals is intensive. In case we are unable to hire or retain qualified employees or replace them with suitable candidates, the Company’s business could be adversely affected. Facing intense competition, our business could be materially and adversely affected if we are unable to compete effectively. Intense competition and impact of internet finance in recent years has lowered commission rates for the traditional securities brokerage business of the Company. Under the continuous development of industry innovation, in order to improve our standing within the industry,