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Annual Results Announcement for the Year Ended 31 December 2019

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Annual Results Announcement for the Year Ended 31 December 2019 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 06881) ANNUAL RESULTS ANNOUNCEMENT FOR THE YEAR ENDED 31 DECEMBER 2019 The board of directors of China Galaxy Securities Co., Ltd. (the “Company”) hereby announces the audited annual results of the Company and its subsidiaries for the year ended 31 December 2019. This announcement, containing the full text of the 2019 annual report of the Company, complies with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) in relation to information to accompany preliminary announcements of annual results. The printed version of the Company’s 2019 annual report will be dispatched to the shareholders of the Company and available for viewing on the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the website of the Company at www.chinastock.com.cn by the end of April 2020. By Order of the Board China Galaxy Securities Co., Ltd. Chen Gongyan Chairman and Executive Director Beijing, the PRC 27 March 2020 As at the date of this announcement, the executive directors of the Company are Mr. CHEN Gongyan (Chairman) and Mr. CHEN Liang (Vice Chairman and President); the non-executive directors are Mr. LIU Dingping, Ms. XIAO Lihong, Mr. ZHANG Tianli and Ms. WANG Zelan; and the independent non-executive directors are Mr. LIU Ruizhong, Mr. WANG Zhenjun and Ms. LIU Chun. CONTENTS DEFINITIONS 2 Section I Important Notes 5 Section II Company Profile and Major Financial Information 6 Section III Company Business Overview 18 Section IV Discussion and Analysis on Operation 22 Section V Directors’ Report 61 Section VI Other Significant Events 76 Section VII Changes in Shares and Information on Shareholders 93 Section VIII Directors, Supervisors, Senior Management and Staff 99 Section IX Corporate Governance Report 119 Section X Independent Auditor’s Report 145 Section XI Consolidated Financial Statements 151 Appendix I Information on Securities Branches 276 Appendix II Information on Branch Offices 306 China Galaxy Securities Co., Ltd. Annual Report 2019 1 DEFINITIONS “A Share(s)” domestic shares in the share capital of the Company with a nominal value of RMB1.00 each, which is (are) listed on the SSE, subscribed for and traded in Renminbi “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 “CG Code” Corporate Governance Code and Corporate Governance Report set out in Appendix 14 to the Stock Exchange Listing Rules “Company”, “we” or “us” China Galaxy Securities Co., Ltd.（中國銀河證券股份有限公司）, a joint stock limited company incorporated in the PRC on 26 January 2007, whose H Shares are listed on the Hong Kong Stock Exchange (Stock Code: 06881), the A Shares of which are listed on the SSE (Stock Code: 601881) “Company Law” the Company Law of the People’s Republic of China “CSRC” the China Securities Regulatory Commission（中國證券監督管理委員會） “Directors” directors of the Company “End of the Reporting Period” 31 December 2019 “ETF” exchange-traded funds “Futures IB Business” the business activities in which securities firms, as commissioned by futures companies, introduce clients to futures companies to provide futures brokerage and other related services “Galaxy Capital” Galaxy Capital Management Company Limited（銀河創新資本管理有限公司）, owned as to 100% by the Company, a wholly-owned subsidiary of the Company “Galaxy Financial Holdings” China Galaxy Financial Holdings Limited（中國銀河金融控股有限責任公司）, the controlling shareholder of the Company, which holds 51.16% of the issued share capital of the Company “Galaxy Fund Management” Galaxy Fund Management Company Limited（銀河基金管理有限公司）, owned as to 50% by Galaxy Financial Holdings, a non-wholly owned subsidiary of Galaxy Financial Holdings “Galaxy Futures” Galaxy Futures Company Limited（銀河期貨有限公司）, owned as to approximately 83.32% by the Company, a non-wholly owned subsidiary of the Company “Galaxy International Holdings” China Galaxy International Financial Holdings Company Limited（中國銀河國際金融 控股有限公司）, owned as to 100% by the Company, a wholly-owned subsidiary of the Company 2 China Galaxy Securities Co., Ltd. Annual Report 2019 DEFINITIONS “Galaxy Investment” China Galaxy Investment Management Company Limited（中國銀河投資管理有限公 司）, owned as to 100% by Galaxy Financial Holdings, a wholly-owned subsidiary of Galaxy Financial Holdings “Galaxy Jinhui” Galaxy Jinhui Securities Assets Management Co., Ltd.（銀河金匯證券資產管理有 限公司）, owned as to 100% by the Company, a wholly-owned subsidiary of the Company “Galaxy Yuanhui” Galaxy Yuanhui Investment Co., Ltd.（銀河源匯投資有限公司）, owned as to 100% by the Company, a wholly-owned subsidiary of the Company “Group” the Company and its subsidiaries “H Share(s)” overseas listed foreign shares in the share capital of the Company with a nominal value of RMB1.00 each, which is (are) listed on the Hong Kong Stock Exchange and subscribed for and traded in HK dollars “HK$” or “HK dollars” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Huijin” Central Huijin Investment Ltd.（中央滙金投資有限責任公司） , which held an equity interest of 69.07% of Galaxy Financial Holdings “IPO” Initial Public Offering “margin and securities refinancing” a business in which securities firms can act as intermediaries to borrow funds or securities from the China Securities Finance Co., Ltd. and lend such funds and securities to their clients “Model Code” the Model Code for Securities Transactions by Directors of Listed Companies set out in the Appendix 10 to the Stock Exchange Listing Rules “New OTC Board” National Equities Exchange and Quotations for medium and small-sized enterprises “PRC” or “China” the People’s Republic of China, and for the purposes of this report, excluding Hong Kong, Macau Special Administrative Region and Taiwan region “QDII” Qualified Domestic Institutional Investor “QFII” Qualified Foreign Institutional Investor “Reporting Period” the period from 1 January 2019 to 31 December 2019 “RM” Malaysian ringgit, the lawful currency of Malaysia China Galaxy Securities Co., Ltd. Annual Report 2019 3 DEFINITIONS “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC “RQFII” Renminbi Qualified Foreign Institutional Investor, a pilot program launched in the PRC which allows Hong Kong subsidiaries of PRC brokerage companies and fund houses to facilitate investments of offshore Renminbi into the PRC capital markets “SASAC” the State-owned Assets Supervision and Administration Committee of the State Council（國務院國有資產監督管理委員會） “Securities Law” the Securities Law of the People’s Republic of China “SFC” the Securities and Futures Commission of Hong Kong “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time “S$” or “Singapore dollar” Singapore dollars, the lawful currency of Singapore “SHCI” the Shanghai Composite Index “SSE” the Shanghai Stock Exchange “SSE Listing Rules” the Rules Governing the Listing of Securities on the SSE (as amended from time to time) “Stock Exchange Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (as amended from time to time) “Supervisors” supervisors of the Company “Supervisory Committee” the supervisory committee of the Company “SZCI” the Shenzhen Component Index “SZSE” the Shenzhen Stock Exchange “US$” or “U.S. dollars” or “USD” United States dollars, the lawful currency of the United States “VaR” value at risk Notes: 1. In this report, any discrepancies between totals and sums of amounts listed are due to rounding. 2. This report is prepared in both Chinese and English languages and in the event of any inconsistency, the Chinese version shall prevail. 4 China Galaxy Securities Co., Ltd. Annual Report 2019 SECTION I IMPORTANT NOTES The Board of Directors, Supervisory Committee, Directors, Supervisors and senior management of the Company undertake that there is no misrepresentation, misleading statement or material omission in this report and they are jointly and severally liable for the authenticity, accuracy and completeness of the information contained in this report. This report has been approved at the 57th meeting of the 3rd session of the Board of Directors, with nine Directors attended and voted at the meeting. No objection was put forward by Directors and Supervisors for this report. The financial report for 2019 was prepared by the Company according to the International Financial Reporting Standards (“IFRS”) and the PRC Corporate Accounting Standards (“PRC GAAP”), which has been audited by Ernst & Young and Ernst & Young Hua Ming LLP and they have issued an standard auditors’ report with unqualified opinions. Unless otherwise stated, the amounts in this report are presented in RMB. Mr. Chen Gongyan, the chairman of the Company, Mr. Chen Liang, vice chairman and president, Mr. Wu Chengming, person in charge of the accounting affairs, hereby confirm that the financial
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