China Galaxy AR13
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2013 Annual Report Annual Report 2013 CONTENTS IMPORTANT NOTES 2 Chairman’s Statement 3 Section I Definitions 4 Section II Significant Risk Warnings 7 Section III Company Profile 8 Section IV Summary of Accounting Data and Financial Indicators 34 Section V Management Discussion and Analysis 40 Section VI Directors’ Report 76 Section VII Significant Events 85 Section VIII Changes in Shares and Information of Substantial Shareholders 92 Section IX Directors, Supervisors, Senior Management and Staff 94 Section X Corporate Governance Report 113 Section XI Independent Auditor’s Report and Financial Statements 136 China Galaxy Securities Co., Ltd. Annual Report 2013 1 IMPORTANT NOTES The Board of Directors, Supervisory Committee, Directors, Supervisors and senior management of the Company undertake that there are 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 annual report. This report has been approved at the 40th meeting of the 2nd session of the Board of Directors, with 11 directors attended and voted at the meeting. No objection was put forward by Directors and Supervisors for this report. The financial report for 2013 was prepared by the Company according to International Financial Reporting Standards (“IFRs”) and PRC Corporate Accounting Standards (“PRC GAAP”), which has been audited by Deloitte Touche Tohmatsu and Deloitte Touche Tohmatsu CPA Limited (Special General Partnership) and they have issued auditors’ report with unqualified opinions. Unless otherwise stated, the amounts in this report are presented in RMB. Mr. Chen Youan (chairman), Mr. Gu Weiguo (president), Ms. Zhu Ruimin (chief financial officer) and Mr. Liu Yueguo (general manager of finance and planning department) hereby confirm that the financial reports as disclosed in this annual report are true, accurate and complete. The forward-looking statements such as future plans, development strategies contained in this report do not constitute substantive undertakings by the Company to investors who are advised to be cautious about investment risks. 2 China Galaxy Securities Co., Ltd. Annual Report 2013 CHAIRMAN’S STATEMENT Dear shareholders, In 2013, although we faced unfavourable situation in light of the continuous downward trend of the securities market in the PRC as a whole and the suspension of A Share IPOs, we still firmly seized the favourable conditions brought by the country’s in-depth reforms, the securities market’s innovative and continuous development, the active trading in the Shenzhen and Shanghai stock markets and the structural market conditions emerged from growth enterprise market. Under the collective efforts of all employees of the Company, the Company achieved good operating performance, the net profits attributable to shareholders of the Company was RMB2.135 billion, an increase of 50.39% compared to that in 2012, the weighted average return on net assets was 9.69%. The Company’s business scope further expanded following the newly obtained qualifications in various businesses, such as the margin and securities refinancing business on a pilot basis, management of entrusted insurance funds business, comprehensive custody business of private funds on a pilot basis and the business of chief agency broker in national share transfer system. In particular, the Company successfully listed its H Shares on the Hong Kong Stock Exchange on 22 May 2013 and raised HK$8.147 billion, which further enhanced the capital strength of the Company, optimised the shareholding structure and promoted the Company’s international profile and brand influence. Looking ahead in year 2014, the new wave of reforms involving state-owned enterprises will bring more business development opportunities for the securities industry in the areas of mergers and acquisitions, financial consulting, assets and market value management; the interest rate marketisation and market-oriented reform of exchange rate formation mechanism will boost structural changes in the financial market and products; the transformation and innovation in the securities industry will move towards a new and higher level following the reforms in regulatory thoughts and issuance system in the securities industry, the spanning development in multi-layer capital market construction as well as more emphasis on protection of small and medium- sized investors and particularly, the booming development of internet financial activities. The Company’s strategic positioning is to become a leading comprehensive financial services provider in the securities industry of China, securing a leading position in major transactions as the core, complemented by investment banking and asset management businesses as two branches of operations, and pursuing balanced and coordinated development of all businesses. The securities industry will face major reforms and challenges in 2014, the Company will, under the guidance of “One Core, Two Branches”, cope with changes in the industry actively and efficiently, promote market-oriented reforms thoroughly and implement various reform measures in a comprehensive manner, explore the potential of employees to the fullest extent and improve standard of customer services so as to strengthen the core competitiveness of the Company. Meanwhile, the Company is vigorously pursuing its A Share offering to further improve its capital strength, and is also actively preparing for and pursuing mergers and acquisitions and business integration. Chairman Chen Youan 26 March 2014 China Galaxy Securities Co., Ltd. Annual Report 2013 3 SECTION I DEFINITIONS In this report, unless the context otherwise requires, the following terms and expressions have the meanings set forth below. “A Share(s)” the shares that is (are) traded on the Shanghai Stock Exchange or the Shenzhen Stock Exchange in Renminbi “Article 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 “bp” unit of measurement for the change in interest rate of bonds and notes, one bp equals to 1% of a percentage point “CG Code” Corporate Governance Code and Corporate Governance Report set out in Appendix 14 to the Listing Rules “Company” 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) “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 “Domestic Share(s)” issued ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is(are) subscribed for or credited as fully paid in RMB “End of the Reporting Period” 31 December 2013 “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), in which the Company holds an equity interest of 100% “Galaxy Financial Holdings” China Galaxy Financial Holdings Limited(中國銀河金融控股有限公司), the controlling shareholder of the Company “Galaxy Fund Management” Galaxy Fund Management Company Limited (銀河基金管理有限公司), in which Galaxy Financial Holdings holds an equity interest of 50% “Galaxy Futures” Galaxy Futures Company Limited(銀河期貨有限公司), in which the Company holds an equity interest of approximately 83.32% “Galaxy International Holdings” China Galaxy International Financial Holdings Company Limited(中國銀河國際金融 控股有限公司), in which the Company holds an equity interest of 100% 4 China Galaxy Securities Co., Ltd. Annual Report 2013 SECTION I DEFINITIONS “Galaxy Investment” China Galaxy Investment Management Company Limited(中國銀行投資管理有限公 司) “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 are subscribed for and traded in HK dollars “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 currently holds a 78.57% equity interest of Galaxy Financial Holdings “IPO” Initial Public Offering “Listing Date” the date on which the Company’s H shares were listed on the Hong Kong Stock Exchange, being 22 May 2013 “Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (as amended from time to time) “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 “Market Share” the market share “Model Code” the Model Code for Securities Transactions by Directors of Listed Companies set out in the Appendix 10 to the 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 annual report, excluding Hong Kong, Macau Special Administrative Region and Taiwan region “Prospectus” the prospectus dated 9 May 2013 issued by the Company