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Results Announcement for the Year Ended 31 December 2019

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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 limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 6837) RESULTS ANNOUNCEMENT FOR THE YEAR ENDED 31 DECEMBER 2019 The Board of Directors (the “Board”) of Haitong Securities Co., Ltd. (the “Company”) hereby announces the audited results of the Company and its subsidiaries (the “Group”) 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 in relation to information to accompany preliminary announcement of annual results. The Group’s final results for the year ended 31 December 2019 have been reviewed by the audit committee of the Company. PUBLICATION OF ANNUAL RESULTS ANNOUNCEMENT AND ANNUAL REPORT This results announcement will be published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company’s website (www.htsec.com). The Company’s 2019 annual report will be dispatched to holders of H shares and published on the websites of the Company and The Stock Exchange of Hong Kong Limited in due course. By order of the Board Haitong Securities Co., Ltd. ZHOU Jie Chairman Shanghai, the PRC 26 March 2020 As at the date of this announcement, the executive directors of the Company are Mr. ZHOU Jie, Mr. QU Qiuping and Mr. REN Peng; the non-executive directors of the Company are Mr. TU Xuanxuan, Ms. YU Liping and Mr. XU Jianguo; and the independent non-executive directors of the Company are Mr. ZHANG Ming, Dr. LAM Lee G., Mr. ZHU Hongchao and Mr. ZHOU Yu. * For identification purpose only 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. Mr. Zhou Jie, Chairman of the Company, Mr. Zhang Xinjun, the Chief Financial Officer, and Mr. Ma Zhong, the head of the accounting department warrant the truthfulness, accuracy and completeness of the financial report contained in the Report. The Board considered the profit distribution proposal or proposal on transfer of capital reserve funds into share capital for the Reporting Period, which are as follows: The Company has made appropriations of 10% of its net profit for the year 2019 to statutory surplus reserve, general risk reserve and transaction risk reserve, respectively, in the aggregate amount of RMB2,023,482,191.79 as audited. The distributable profit for the year 2019 after such appropriations was RMB3,267,779,604.81 and the Company’s retained profits amounted to RMB24,708,236,893.88 at the end of 2019. 2 HAITONG SECURITIES CO., LTD. | Annual Report 2019 (H Share) IMPORTANT NOTICE As prescribed in the article 18 of the Measures for the Administration of Securities Issuance and Underwriting (《證券發行與承銷管理辦法》) issued by the CSRC, the listed companies shall only issue securities after submitting the profit distribution plan and plan for conversion of the capital reserve into share capital to the general meeting for approval and putting such plans approved at the general meeting into implementation. Therefore, if the Company implements the profit distribution plan of 2019, it shall not proceed with the non- public issuance of A Shares until completion of the profit distribution. Given the Company is currently proceeding with the non-public issuance of A Shares, after comprehensive consideration of factors such as the interests of shareholders and the development of the Company, the Company will not make profit distribution for 2019, nor will it convert its capital reserve funds into share capital. The Company intends to subsequently proceed with the related matters for profit distribution as soon as practicable following completion of the non-public issuance of A Shares of the Company in accordance with requirements of relevant regulatory authorities and the Articles of Association. Forward-looking statements, including future plans and development strategies, may be included in this report. All statements contained herein other than statements of historical fact are, or may be deemed to be, forward-looking statements. Neither the Company nor any of its subsidiaries undertakes any obligation to publicly update or revise any forward-looking statement as a result of new data. Investors should be reminded of the risks of investments and not place undue reliance on forward-looking statements. 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 the stipulated decision-making procedures during the Reporting Period. HAITONG SECURITIES CO., LTD. | Annual Report 2019 (H Share) 3 SECTION I DEFINITIONS AND MATERIAL RISK WARNINGS I. DEFINITIONS In this Report, unless the context otherwise requires, the following terms and expressions have the meanings set forth below: “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 the articles of association of Haitong Securities “Articles” “Board” the board of Directors of Haitong Securities “CMBS” commercial mortgage-backed securities “Code” the Corporate Governance Code and Corporate Governance Report set out in Appendix 14 to the Hong Kong Listing Rules “Company Law” the Company Law of the People’s Republic of China “Company” or Haitong Securities Co., Ltd. “Haitong Securities” “CSRC” the China Securities Regulatory Commission “Director the director(s) of Haitong Securities “ETF” exchange traded fund “EUR” the official currency of the Eurozone “FICC” fixed-income instruments, currencies, and commodities “Fullgoal Fund” Fullgoal Fund Management Co., Ltd. (富國基金管理有限公司) “Group” the Company and its subsidiaries “Gui’an UT” Gui’an UT Financial Leasing (Shanghai) Co., Ltd. (貴安恒信融資租賃 （上海）有限公司) “H Share(s)” ordinary shares of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in HK dollars and are listed on the Hong Kong Stock Exchange 4 HAITONG SECURITIES CO., LTD. | Annual Report 2019 (H Share) SECTION I DEFINITIONS AND MATERIAL RISK WARNINGS “Haitong Bank” Haitong Bank, S.A “Haitong Capital” Haitong Capital Investment Co., Ltd. (海通開元投資有限公司) “Haitong Futures” Haitong Futures Co., Ltd. (海通期貨股份有限公司) “Haitong Innovation Haitong Innovation Securities Investment Co., Ltd. (海通創新證券投 Securities” 資有限公司) “Haitong International Haitong International Holdings Limited (海通國際控股有限公司) Holdings” “Haitong International” Haitong International Securities Group Limited (海通國際證券集團有 限公司), listed on the Hong Kong Stock Exchange, stock code: 665 “Haitong Resource” Shanghai Haitong Resource Management Co., Ltd. (上海海通資源管 理有限公司) “Haitong UniFortune” Haitong UniFortune International Leasing Co., Ltd. (海通恒運國際租 賃有限公司) “Haitong UniTrust Financial Haitong UniTrust Financial Leasing (Shanghai) Corporation (海通恒信 Leasing (Shanghai)” 融資租賃（上海）有限公司) “Haitong UT Capital” Haitong UT Capital Group Co., Limited (海通恒信金融集團有限公司) “Haitong UT Holdings” Haitong UT Holdings Limited (海通恒信融資租賃控股有限公司) “Haitong UT Leasing HK” Haitong UT Leasing HK Limited (海通恒信租賃（香港）有限公司) “Haitong UT” Haitong UniTrust International Leasing Co., Ltd. (海通恒信國際租賃 股份有限公司), listed on the Hong Kong Stock Exchange, stock code: 1905 “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) “HK$”, “HKD” or the lawful currency of Hong Kong “HK dollars” “Hong
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