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Results Announcement for the Year Ended 31 December 2015

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Results Announcement for the Year Ended 31 December 2015 Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company 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 under the Chinese corporate name 華泰證券股份有限公司 and carrying on business in Hong Kong as HTSC) (Stock Code: 6886) RESULTS ANNOUNCEMENT FOR THE YEAR ENDED 31 DECEMBER 2015 The Board hereby announces the audited results of the Company and its subsidiaries for the year ended 31 December 2015. This announcement contains the full text of the annual report of the Company for 2015, which is in compliance with the requirements of the Hong Kong Listing Rules for the information set out in the preliminary announcement of annual results. PUBLISHEMENT OF THE ANNUAL RESULTS ANNOUNCEMENT AND THE ANNUAL REPORT This results announcement of the Company will be published on the websites of the Stock Exchange of Hong Kong Limited at www.hkexnews.hk and of the Company at www.htsc.com.cn respectively. The annual report of the Company for 2015 will be (i) despatched to the shareholders of H Shares; and (ii) published on the websites of the Company and the Stock Exchange of Hong Kong Limited on or before 30 April 2016. DEFINITIONS Unless the context otherwise requires, capitalized terms used in this announcement shall have the same meanings as those defined in the section headed “Definition” in this announcement. By order of the Board of Directors Jiang Jian Company Secretary Jiangsu, PRC, 29 March 2016 As of the date of this announcement, the Board of Directors comprises Mr. ZHOU Yi as an executive Director; Mr. SUN Lu, Mr. WANG Shuhua, Ms. PU Baoying, Mr. SUN Hongning, Mr. ZHOU Yong, Mr. CAI Biao and Ms. XU Min as non-executive Directors; and Mr. BAI Wei, Mr. LIU Hongzhong, Mr. LEE Chi Ming, Mr. CHEN Zhibin and CHEN Chuanming as independent non-executive Directors. 1 Contents Section I Definitions . 6 Section II President’s Statement . 9 Section III Company Profile and Key Financial Indicators . 11 Section IV Summary of the Company’s Business . 47 Section V Management Discussion and Analysis and Report of the Board . 55 Section VI Major Events . 135 Section VII Changes in Ordinary Shares and Shareholders. 174 Section VIII Preferential Shares . 186 Section IX Directors, Supervisors, Senior Management and Staff . 187 Section X Corporate Governance Report . 217 Section XI Corporate Bonds. 275 Section XII Financial Report . 284 Section XIII Index of Documents for Inspection . 285 Section XIV Disclosures . 286 2 Important Notice The Board of Directors, the Board of Supervisors, Directors, Supervisors and senior management of the Company undertake that the information in this annual report is true, accurate and complete and contains no false record, misleading statement or material omission, and assume individual and joint liabilities to the information in this report. This report was considered and approved at the twenty-ninth meeting of the third session of the Board of the Company. All Directors of the Company attended the Board meeting. None of the directors and supervisors had objections towards this report. The annual financial report prepared by the Company in accordance with China Accounting Standards for Business Enterprises and the International Financial Reporting Standards was audited by KPMG Huazhen LLP and KMPG respectively, which issued a standard unqualified audit report to the Company. Zhou Yi, officer in charge and officer in charge of accounting of the Company, and Shu Ben’e, officer in charge of the accounting office of the Company (head of accounting department), hereby warrant and guarantee that the financial report contained in the annual report is true, accurate and complete. The profit distribution plan or the reserve capitalization plan for the Reporting Period considered by the Board: As audited by KPMG Huazhen LLP, the profit for the year of the parent company for 2015 was RMB9,145,222,410.50. According to the relevant requirements of the Company Law, Securities Law, Financial Rules for Financial Enterprises (《金融企業財務規則》) and the Articles of Association of the Company, the Company had appropriated 10% statutory surplus reserve, 10% general risk reserve and 10% trading risk reserve of RMB2,743,566,723.15 in total, after which, the profit available for distribution for the year was RMB6,401,655,687.35. Plus the balance of undistributed profit of RMB7,327,694,049.30 in previous years and less the dividend of RMB2,800,000,000.00 distributed according to the profit distribution plan of the Company for 2014, the accumulated profit available for distribution to investors in cash for the year was RMB10,929,349,736.65. According to the relevant requirements of the Regulatory Guideline No. 3 for Listed Companies — Cash Dividend of Listed Companies (《上市公司監管指引第3 號 — 上市公司現金分紅》) and the Guidelines of Shanghai Stock Exchange for the Distribution of Cash Dividend by Listed Companies (《上海證券交易所上市公司現金分紅指引》) and based on the actual needs of the Company for business development, the profit distribution plan is proposed as follows: The Company will make profit distribution by way of cash dividend for 2015, to distribute cash dividend to all the holders of A shares and H shares whose names appear on the register of shareholders on the record date for cash dividend distribution for 2015, the amount of which will be RMB5.00 (tax included) per 10 shares in cash based on the total share capital of 7,162,768,800 3 shares as of the end of 2015, with an aggregate amount of RMB3,581,384,400.00. The undistributed profit of RMB7,347,965,336.65 will be carried forward to the next year. Cash dividend is denominated and declared in RMB and paid to holders of A shares in RMB and to holders of H shares in HKD. The actual distribution amount in HKD would be calculated at the rate of average basic exchange rate of RMB against HKD issued by the People’s Bank of China for the five business days prior to the 2015 annual general meeting of the Company. This profit distribution plan will be submitted to the annual general meeting of the Company for 2015 for consideration, and it is expected that the annual dividend for 2015 will be distributed to the shareholders of the Company within two months, after such plan is approved at the general meeting but in any event no later than August 31, 2016. Forward-looking statements including future plans and development strategies involved in this report do not constitute the Company’s substantive commitments to investors. The investors are advised to pay attention to investment risks. There is no non-operating misappropriation of funds of the Company by any controlling shareholders and their related parties during the Reporting Period. The Company has not provided any guarantees in favor of others in violation of the decision- making procedures during the Reporting Period. The report of the Company is prepared in both Chinese and English. In the event of any inconsistency, the Chinese version should prevail. Warning on major risks Almost all of the Company’s assets are located in China, and a substantial majority of its revenue is derived from the securities markets in China, so the Company’s business is highly dependent on the economic and market conditions in China. On the one hand, like other companies in the securities industry, the Company’s business is directly affected by the inherent risks associated with the securities markets, such as the factors like market volatility and fluctuations in the trading volume. On the other hand, the Company’s business is also subject to general economic and political conditions, such as the factors like macroeconomic and monetary policies, legislation and regulations affecting the financial and securities industries, upward and downward trends in the business and financial sectors, inflation, currency fluctuations, availability of short-term and long- term market funding sources, cost of funding and the level and volatility of interest rates. The Company can provide no assurance that the favorable domestic economic and market conditions will be sustained. In recent years, along with the gradually loosening regulation on the securities industry in China and the continuous diversification of securities businesses and products, the domestic securities industry is facing increasingly intensified competition, and the Company’s business may be materially and adversely affected if it fails to compete effectively. Affected by multiple factors like internet securities and “multiple accounts per person”, the commission rates of securities brokerage business may continue to go downward, the trading volume in and the activity of the market can hardly remain at a high level continuously, and the spreads of capital-based intermediary business may further narrow down, all of which may adversely affect the growth of the Company’s 4 brokerage and wealth management businesses. With the substantial advancement of the reform on the stock issue system, the investment banking business of the Company will be faced with severe challenges in various aspects such as trading execution, customer exploration, pricing and distribution capability, and in the meanwhile, the income of our investment banking business may be adversely affected by the fluctuations of the capital market. Along with the lowering of the access threshold for the asset management industry and the intensified competition among mixed businesses or unfavorable economic and market conditions, the asset under management of the Company may be reduced or the performance of the Company’s assets management may be affected, which may result in a negative impact on the asset management fees or performance rewards charged by the Company.
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