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申萬宏源集團股份有限公司 Shenwan Hongyuan Group Co., Ltd

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申萬宏源集團股份有限公司 SHENWAN HONGYUAN GROUP CO., LTD. SHEN 申萬宏源集團股份有限公 (A joint stock company incorporated in the People’s Republic of China with limited liability) Stock Code : 6806.HK 000166.SZ W AN HONGYUAN GROUP CO., L TD. 司 申萬宏源集團股份有限公司 SHENWAN HONGYUAN GROUP CO., LTD. 2020 2020 ANNUAL REPORT Important Notice 1. The Board of Directors, the Board of Supervisors and the directors, supervisors and senior management of the Company warrant the truthfulness, accuracy and completeness of the content contained in this annual report, and that there are no misstatements, misleading representations or material omission in the contents contained herein, and severally and jointly bear full legal responsibilities thereof. 2. This annual report was considered and approved at the 60th meeting of the fourth session of the Board. 11 directors shall participate in the poll of the meeting and the actual number of directors participated was 11. No directors, supervisors, or senior management of the Company declares the inability to warrant or disagreement with the truthfulness, accuracy and completeness of the content herein. 3. The condensed consolidated financial report for 2020 prepared by the Company in accordance with the International Financial Reporting Standards has been audited by KPMG, the auditor of the Company, which has issued a standard unqualified audit report. 4. Mr. Huang Hao, the legal representative and general manager of the Company, Ms. Ren Quansheng, the chief financial officer of the Company, and Ms. Zhang Yan, the general manager of the planning and finance department of the Company, have declared that they warrant the truthfulness, accuracy and completeness of the financial statements in this annual report. 5. As considered and approved at the 60th meeting of the fourth session of the Board, the profit distribution proposal of the Company for 2020 is as follows: 1. Based on the total share capital of 25,039,944,560 A Shares and H Shares of the Company as of December 31, 2020, a cash dividend of RMB1.00 (tax inclusive) for every 10 shares was distributed to all A shareholders and H shareholders whose names appear on the register of members of the Company on the record date, with a total amount of cash dividend of RMB2,503,994,456.00. The retained profits of the Company of RMB271,475,374.34 following the cash dividend distribution will be carried forward to the next year. 2. Cash dividend is denominated and declared in RMB and paid to A shareholders in RMB and to H shareholders in HKD. The actual distribution amount in HKD was calculated at the rate of average benchmark exchange rate of RMB against HKD published by the People’s Bank of China five business days prior to the 2020 annual general meeting of the Company. (The proposal is subject to consideration at the general meeting) 6. The forward-looking statements in this annual report, including future plans and development strategies do not constitute substantive commitments of the Company to investors. Investors should be aware of the investment risks. 7. The audit committee of the Board of the Company has reviewed the annual results of the Company for 2020. 8. This annual report of the Company is prepared in both Chinese and English. In the event of any discrepancy, the Chinese version should prevail. 9. The Company did not have any preferred shares or convertible corporate bonds during the Reporting Period. Contents 2 Section I Definitions and Important Notice 6 Section II Company Profile and Key Financial Indicators 17 Section III Summary of the Company’s Business 21 Section IV Report of the Board 65 Section V Significant Events 210 Section VI Changes in Shares and Shareholders 220 Section VII Particulars of Directors, Supervisors, Senior Management and Employees 249 Section VIII Corporate Governance 287 Section IX Corporate Bonds 305 Section X Financial Statements 452 Section XI Documents Available for Inspection Section I Definitions and Important Notice I. DEFINITIONS In this annual report, unless the context otherwise requires, the following terms shall have the following meanings: Term Definition “A Share(s)” domestic ordinary shares of the Company, with a nominal value of RMB1.00 each, which are listed on the Shenzhen Stock Exchange and traded in RMB “ABS” asset-backed securities “actual controller” or “Central Huijin” Central Huijin Investment Ltd. (中央匯金投資有限責任公司) “Articles of Association” the articles of association of the Company (as amended from time to time) “Board” or “Board of Directors” the board of directors of the Company “Board of Supervisors” the board of supervisors of the Company “CG Code” Corporate Governance Code and Corporate Governance Report as set out in Appendix 14 to the Hong Kong Listing Rules “ChiNext Board” the growth enterprise board launched by the Shenzhen Stock Exchange “Company” or “Shenwan Hongyuan Shenwan Hongyuan Group Co., Ltd. (申萬宏源集團股份有限公司) Group” “Company Law” the Company Law of the People’s Republic of China (中華人民共和國公 司法) “controlling shareholder” or “JIC” China Jianyin Investment Ltd. (中國建銀投資有限責任公司) “CSRC” China Securities Regulatory Commission (中國證券監督管理委員會) “EBITDA” earnings before interest, taxes, depreciation and amortization “ETF(s)” exchange-traded fund(s) “FICC” fixed income, currencies and commodities 2 SHENWAN HONGYUAN GROUP CO., LTD. ANNUAL REPORT 2020 Section I Definitions and Important Notice (continued) Term Definition “Fullgoal Fund” Fullgoal Fund Co., Ltd. (富國基金有限責任公司) “general meeting” the general meeting of the Company “Group” the Company and its subsidiaries “H Share(s)” overseas listed foreign ordinary shares in the share capital of the Company with nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and traded in HK dollars “HK$” or “HK dollars” Hong Kong dollars and cents, respectively, the lawful currency of Hong Kong “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Hongyuan Futures” Hongyuan Futures Co., Ltd. (宏源期貨有限公司) “Hongyuan Huifu” Hongyuan Huifu Capital Co., Ltd. (宏源匯富創業投資有限公司) “Hongyuan Huizhi” Hongyuan Huizhi Investment Co., Ltd. (宏源匯智投資有限公司) “ISAE 3402” International Standard on Assurance Engagements（鑒證業務國際準則） No. 3402 “margin financing and securities provision of collateral by investors to securities firms who are qualified lending” for conducting margin financing and securities lending business to borrow funds for securities purchases (margin financing) or to borrow and sell securities (securities lending) “Model Code” Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Hong Kong Listing Rules “NEEQ” National Equities Exchange and Quotations (全國中小企業股份轉讓系統) “Net Capital” equals net assets minus risk-adjusted financial assets minus other risk-adjusted assets and risk-adjusted contingent liability plus or minus capital from other adjustments recognized or approved by the CSRC ANNUAL REPORT 2020 SHENWAN HONGYUAN GROUP CO., LTD. 3 Section I Definitions and Important Notice (continued) Term Definition “PB System” prime brokerage system “PE” private equity investment “Pre-IPO” direct equity investment in companies before listing or expected to be listed “REITs” real estate investment trust “Reporting Period” the year from January 1, 2020 to December 31, 2020 “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC “Securities and Futures Ordinance” or the Securities and Futures Ordinance (Chapter 571 of the Laws of “SFO” Hong Kong) “Securities Law” the Securities Law of the People’s Republic of China (中華人民共和國證 券法) “Shanghai Stock Exchange” Shanghai Stock Exchange “Shenwan Futures” Shenwan Futures Co., Ltd. (申銀萬國期貨有限公司) “Shenwan Hongyuan Financing Shenwan Hongyuan Financing Services Co., Ltd. (申萬宏源證券承銷保 Services” 薦有限責任公司) “Shenwan Hongyuan Industrial Shenwan Hongyuan Industrial Investment Management Company Investment” Limited (申萬宏源產業投資管理有限責任公司) “Shenwan Hongyuan Investment” Shenwan Hongyuan Investment Co., Ltd. (申萬宏源投資有限公司) “Shenwan Hongyuan Securities” Shenwan Hongyuan Securities Co., Ltd. (申萬宏源證券有限公司) “Shenwan Hongyuan Securities Shenwan Hongyuan Securities (Western) Co., Ltd. (申萬宏源西部證券有 (Western)” 限公司) “Shenyin & Wanguo Alternative Shenyin & Wanguo Alternative Investment Co., Ltd. (申銀萬國創新證券 Investment” 投資有限公司) “Shenyin & Wanguo Investment” Shenyin & Wanguo Investment Co., Ltd. (申銀萬國投資有限公司) 4 SHENWAN HONGYUAN GROUP CO., LTD. ANNUAL REPORT 2020 Section I Definitions and Important Notice (continued) Term Definition “Shenzhen Stock Exchange” Shenzhen Stock Exchange “SSE Composite Index” the Shanghai Stock Exchange composite index “STAR Market” the Sci-Tech Innovation Board launched by the Shanghai Stock Exchange “stock-backed lending” a transaction in which a securities firm provides financing to qualified clients who pledge their stocks as collateral “structured notes” marketable securities issued by securities firms with the payment of principal and return linked to specific underlying assets “SWS MU” SWS MU Fund Management Co., Ltd. (申萬菱信基金管理有限公司) “SWS Research” SWS Research Co., Ltd. (上海申銀萬國證券研究所有限公司) “SZSE Component Index” the Shenzhen Stock Exchange component index “VaR” value at risk “Wind Information” Wind Information Co., Ltd. (萬得資訊技術股份有限公司), a service provider of financial data, information and software in Mainland China “%” percent In the 2020 annual report, any discrepancies between the total shown and the sum of the amounts listed are due to rounding. II. IMPORTANT NOTICE
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  • Annual Report 2019

    Annual Report 2019

    HAITONG SECURITIES CO., LTD. 海通證券股份有限公司 Annual Report 2019 2019 年度報告 2019 年度報告 Annual Report CONTENTS Section I DEFINITIONS AND MATERIAL RISK WARNINGS 4 Section II COMPANY PROFILE AND KEY FINANCIAL INDICATORS 8 Section III SUMMARY OF THE COMPANY’S BUSINESS 25 Section IV REPORT OF THE BOARD OF DIRECTORS 33 Section V SIGNIFICANT EVENTS 85 Section VI CHANGES IN ORDINARY SHARES AND PARTICULARS ABOUT SHAREHOLDERS 123 Section VII PREFERENCE SHARES 134 Section VIII DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT AND EMPLOYEES 135 Section IX CORPORATE GOVERNANCE 191 Section X CORPORATE BONDS 233 Section XI FINANCIAL REPORT 242 Section XII DOCUMENTS AVAILABLE FOR INSPECTION 243 Section XIII INFORMATION DISCLOSURES OF SECURITIES COMPANY 244 IMPORTANT NOTICE The Board, the Supervisory Committee, Directors, Supervisors and senior management of the Company warrant the truthfulness, accuracy and completeness of contents of this annual report (the “Report”) and that there is no false representation, misleading statement contained herein or material omission from this Report, for which they will assume joint and several liabilities. This Report was considered and approved at the seventh meeting of the seventh session of the Board. All the Directors of the Company attended the Board meeting. None of the Directors or Supervisors has made any objection to this Report. Deloitte Touche Tohmatsu (Deloitte Touche Tohmatsu and Deloitte Touche Tohmatsu Certified Public Accountants LLP (Special General Partnership)) have audited the annual financial reports of the Company prepared in accordance with PRC GAAP and IFRS respectively, and issued a standard and unqualified audit report of the Company. All financial data in this Report are denominated in RMB unless otherwise indicated.