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國泰君安証券股份有限公司 (A Joint Stock Company Incorporated in the People’S Republic of China with Limited Liability) (Stock Code: 02611)

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國泰君安証券股份有限公司 (A Joint Stock Company Incorporated in the People’S Republic of China with Limited Liability) (Stock Code: 02611) 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. Guotai Junan Securities Co., Ltd. 國泰君安証券股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 02611) ANNUAL RESULTS ANNOUNCEMENT FOR THE YEAR ENDED 31 DECEMBER 2019 The board of directors (the “Board”) of Guotai Junan Securities Co., Ltd. (the “Company”) hereby announces the audited annual results of the Company and its subsidiaries (the “Group”) for the year ended 31 December 2019. This announcement sets out the full text of 2019 Annual Report of the Company and complies with the relevant requirements of the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited in relation to information to accompany preliminary announcements of annual results. The audit committee of the Company has reviewed the annual results of the Group for the year ended 31 December 2019. The 2019 Annual Report and results announcement will be published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the website of the Company at www.gtja.com. The 2019 Annual Report will be dispatched to holders of the Company’s H shares in due course and will be published on the aforesaid websites of the Company and The Stock Exchange of Hong Kong Limited. By order of the Board Guotai Junan Securities Co., Ltd. HE Qing Chairman Shanghai, the PRC 24 March 2020 As at the date of this announcement, the executive directors of the Company are Mr. HE Qing, Mr. WANG Song and Mr. YU Jian; the non-executive directors of the Company are Ms. GUAN Wei, Mr. ZHOU Lei, Mr. ZHONG Maojun, Mr. WANG Wenjie, Mr. LIN Facheng, Mr. ZHOU Hao and Mr. AN Hongjun; and the independent non-executive directors of the Company are Mr. XIA Dawei, Mr. SHI Derong, Mr. CHEN Guogang, Mr. LING Tao, Mr. JIN Qingjun and Mr. Lee Conway Kong Wai. Important Notice I. The Board, Supervisory Committee, Directors, supervisors and senior management of the Company warrant that the contents of this report are true, accurate and complete, without any misrepresentation, misleading statements or material omissions, and severally and jointly bear the legal responsibilities thereof. II. All Directors of the Company attended the Board meeting. III. Ernst & Young issued a standard unqualified audit report to the Company. IV. HE Qing, the person in charge of the Company, and XIE Lebin, the person in charge of accounting affairs and the accounting department (head of the accounting department) of the Company, warrant the truthfulness, accuracy and completeness of the financial statements contained in this report. V. The profit distribution proposal or the proposal on transfer of the capital reserve fund into capital, within the Reporting Period, was approved by the Board The Company’s profit distribution plan for the year of 2019 is as follows: based on the total share capital of the Company recorded on the date of the dividend distribution, the Company shall distribute cash dividends of RMB3.9 (tax included) for every 10 shares to holders of A Shares and holders of H Shares. As the conversion period for convertible corporate bonds began on 8 January 2018, the total share capital of the Company recorded on the date of dividend distribution for holders of A Share cannot be currently ascertained. Based on the total share capital of the Company, being 8,907,948,159 Shares on 31 December 2019, the total cash dividend distributed amounted to RMB3,474,099,782, accounting for 40.22% of net profit attributable to the shareholders of the parent company in combined calibers for 2019. The proposal for profit distribution of the Company in 2019 has been passed in the 15th meeting of the fifth session of the Board of the Company, but is still subject to the consideration in the general meeting of the Company. VI. Statement of the risks involved in forward-looking statements √ Applicable □ Not applicable Forward-looking statements included in this report, including future plans and development strategies, do not constitute any substantial commitment of the Company to investors. Investors and persons concerned shall be fully aware of the risks and understand the difference between plans, estimates and commitments. VII. Was there any appropriation of funds on a non-operating basis by controlling shareholders of the Company or their related parties? No VIII. Did the Company provide any external guarantees in violation of the prescribed decision-making procedures? No Important Notice IX. Major risk warning The risks faced by the Company in its operations mainly include: market risk, credit risk, liquidity risk, operational risk and reputational risk, which are specifically embodied as the risk of loss to the Company due to unfavorable changes of market prices; risk of loss to the Company due to failures to perform their obligations stipulated in relevant contracts by securities issuer, counterparties and debtors or the changes of market value of the debts caused by the changes of credit rating or contract performance capacity; risk of not being able to obtain sufficient funds in time at reasonable costs to repay debts that are due, fulfil other payment obligations and satisfy the funding requirements for ordinary business operation; risk of possible loss caused by the failures of internal systems and procedures, improper employee behaviors, IT risks and the influence of external events; risk of negative evaluation of the Company’s reputation due to the Company’s operation and management or external events. The Company has established an effective internal control system, compliance management system and a dynamic regulatory system based on risk control indicators to ensure that the operations of the Company are conducted within an extent of predictable, controllable and tolerable risks. Investors are advised to read the “Report of the Directors” as set out in Section IV of this report carefully for risks related to the operations of the Company. X. Others □ Applicable √ Not applicable Chairman’s Statement Dear shareholders, 2019 is the 70th anniversary of our great motherland China, and it is also a great year for the reform of China’s capital market system. With the establishment of the Sci-Tech Innovation Board and the pilot reform of the registration system, major reform measures have been continuously implemented, and the pace of opening up has been significantly accelerated. Therefore, the capital market is facing historical development opportunities, and the strategic position of providing services for high-quality economic development has continued to improve. 2019 is also the first year for the Company to implement a new three-year plan. Facing a complex and volatile market environment, we have shared in one purpose and maintained our determination to deliver the annual results marked with steady progress to our shareholders and customers in the new journey towards being “an integrated financial services provider with domestic leading position and international competitiveness” – the Company recorded the consolidated operating income of RMB29.949 billion and net profit attributable to owners of the parent company of RMB8.637 billion for the year, representing an increase of 31.83% and 28.76% over the previous year, respectively, and its operation results and primary business performance still ranked high in the industry; the Company continued to improve shareholders’ returns, and the distribution plan determined that there will be a cash dividend of RMB0.39 per share, accounting for 40.22% of the net profit attributable to owners of the parent company which represents an increase of nearly 4 percentage points over the previous year; the Company has attained the rating of Class A Grade AA in the classification and evaluation of securities companies for 12 consecutive years and retained the highest international credit ratings determined by S&P and Moody’s among domestic industries. Note: the above financial information is based on the Chinese accounting standards for enterprises Chairman’s Statement Over the year, we have been determined to achieve innovative breakthroughs and seize the market opportunities. We have firmly grasped the opportunities arising from the establishment of the Sci-Tech Innovation Board and the pilot reform of the registration system through our active participation in building the Shanghai Technology Innovation Center – our application is the first one accepted by the SSE; we are the first one who sponsored a subsidiary of a listed company for a spin-off listing; and we are the first to sponsor a red-chip enterprise to apply for the issuance of CDR and received 100% approval rate for all application projects submitted by us. We have launched the “Daohe” institutional customer service system that accompanies the development and growth of a customer throughout the whole lifecycle by offering one-stop services based on all markets and all assets, We have also launched the Jun Hong “Star” service system to serve the retail customers, realizing innovation and upgrading of the service model for retail business in the securities industry, and received the Second Prize of Shanghai Financial Innovation Awards. We have cooperated with China Foreign Exchange Trade System and Shanghai Clearing House to release the first CDS Index in the world based on global capital markets and the PRC capital market to offer customers with comprehensive risk management solutions of multiple asset categories. Over the year, we have accelerated empowerment of ourselves by application of technologies and innovated our service models. We always regard technology as an important force to drive business development and service upgrade, and continued to empower ourselves by application of technologies.
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