2019 Annual Results Announcement

2019 Annual Results Announcement

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: 6030) 2019 ANNUAL RESULTS ANNOUNCEMENT The Board of Directors of CITIC Securities Company Limited is pleased to announce the audited 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 in relation to information to accompany preliminary announcement of annual results. The 2019 annual report of the Company and its printed version will be published and delivered to the H Shareholders of the Company and available for view on the HKExnews website of Hong Kong Exchanges and Clearing Limited at http://www.hkexnews.hk and the website of the Company at http://www.citics.com on or before 30 April 2020. 1 IMPORTANT NOTICE The Board and the Supervisory Committee and the Directors, Supervisors and Senior Management warrant the truthfulness, accuracy and completeness of contents of this results announcement and that there is no false representation, misleading statement contained herein or material omission from this results announcement, for which they will assume joint and several liabilities. This results announcement was considered and approved at the Fourth Meeting of the Seventh Session of the Board. All Directors attended this meeting of the Board. No Director raised any objection to this announcement. The Company’s domestic and international financial statements for the year were audited by PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers, respectively. Auditor’s reports with unqualified audit opinions were issued accordingly. Mr. ZHANG Youjun, head of the Company, Mr. LI Jiong, the Chief Financial Officer, and Mr. SHI Benliang, head of the Company’s accounting department, warrant that the financial statements set out in this results announcement are true, accurate and complete. The Company’s 2019 profit distribution plan as considered and approved by the Board is to distribute a cash dividend of RMB5.00 (tax inclusive) for every 10 shares. This proposal is subject to the approval by the general meeting of the Company. Forward looking statements, including future plans and development strategies, contained in this results announcement do not constitute a substantive commitment to the investors by the Company. Investors should be aware of investment risks. There was no appropriation of funds of the Company by controlling Shareholder(s) or its/their related parties for non-operating purposes. The Company had made no guarantee to external parties against the stipulated decision-making process. The Company prepared this results announcement in both English and Chinese versions. In the event of any discrepancies between the English version and the Chinese version, the Chinese version shall prevail. 2 CONTENTS DEFINITIONS .................................................................................... 4 MATERIAL RISK FACTORS........................................................................ 7 COMPANY INFORMATION ........................................................................ 8 FINANCIAL SUMMARY ........................................................................... 21 CHAIRMAN’S STATEMENT........................................................................ 24 MANAGEMENT DISCUSSION AND ANALYSIS ....................................................... 26 REPORT OF THE BOARD .......................................................................... 62 SIGNIFICANT EVENTS ............................................................................ 70 CHANGES IN SHARE CAPITAL AND INFORMATION ON SUBSTANTIAL SHAREHOLDERS................. 93 DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT AND EMPLOYEES ................................ 102 CORPORATE GOVERNANCE REPORT............................................................... 115 INDEPENDENT AUDITOR’S REPORT AND NOTES TO FINANCIAL STATEMENTS......................... 149 DOCUMENTS AVAILABLE FOR INSPECTION ........................................................ 264 APPENDIX 1: ORGANIZATION CHART .............................................................. 265 APPENDIX 2: INDEX OF INFORMATION DISCLOSURE ................................................ 266 3 DEFINITIONS Unless the context otherwise requires, the following expressions have the following meanings in this announcement: “A Share(s)” the domestic share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Shanghai Stock Exchange (stock code: 600030) “A Shareholder(s)” holder(s) of A Shares “Board” the board of directors of the Company “China AMC” China Asset Management Company Limited (華夏基金管理有限公司) “China CITIC Bank” China CITIC Bank Corporation Limited (中信銀行股份有限公司) “CITIC Corporation Limited” CITIC Corporation Limited (中國中信有限公司) “CITIC Futures” CITIC Futures Company Limited (中信期貨有限公司) “CITIC Global Trade” CITIC Global Trade (Shanghai) Co., Ltd. (中信寰球商貿(上海)有限公司) “CITIC GoldStone Fund” CITIC GoldStone Fund Management Company Limited “CITIC Group” CITIC Group Corporation (中國中信集團有限公司) “CITIC Holdings” CITIC Holdings Limited (中信控股有限責任公司) “CITIC Limited” CITIC Limited (中國中信股份有限公司) “CITIC Pacific” CITIC Pacific Limited (中信泰富有限公司) “CITIC PE Fund” CITIC Private Equity Funds Management Company Limited (中信產業投資基金 管理有限公司) “CITIC Securities Brokerage (HK)” CITIC Securities Brokerage (HK) Limited “CITIC Securities Finance MTN” CITIC Securities Finance MTN Co., Ltd. “CITIC Securities Investment” CITIC Securities Investment Limited (中信証券投資有限公司) “CITIC Securities (Shandong)” CITIC Securities (Shandong) Co., Ltd. (中信証券(山東)有限責任公司) “CITIC Securities South China” or CITIC Securities South China Company Limited (formerly known as “Guangzhou “Guangzhou Securities” Securities Company Limited (廣州証券股份有限公司)”) “CITIC Trust” CITIC Trust Co., Ltd. (中信信託有限責任公司) “CLSA B.V.” Crédit Agricole Securities Asia B.V., a private limited company incorporated under the laws of the Netherlands and becoming a wholly-owned subsidiary of CSI on 31 July 2013 “CLSA Limited” CLSA Limited “CLSA” the brand name of the offshore business of the Company “Company” or “CITIC Securities” CITIC Securities Company Limited (中信証券股份有限公司) “Company Law” the Company Law of the People’s Republic of China “connected transaction(s)” has the same meaning ascribed to it under the Hong Kong Listing Rules currently in effect and as amended from time to time 4 “CSC” CSC Financial Co., Ltd. (中信建投證券股份有限公司) “CSDCC” China Securities Depository and Clearing Corporation Limited “CSI” CITIC Securities International Co., Ltd. (中信証券國際有限公司) “CSRC” China Securities Regulatory Commission “Director(s)” the director(s) of the Company “Financial Holdings Limited” Guangzhou Yuexiu Financial Holdings Group Limited (廣州越秀金融控股集團有 限公司) “GoldStone Investment” GoldStone Investment Co., Ltd. (金石投資有限公司) “GoldStone Zexin” GoldStone Zexin Investment Management Co., Ltd. (金石澤信投資管理有限公司) “Group” the Company and its subsidiaries “H Share(s)” the overseas-listed foreign share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are listed on The Stock Exchange of Hong Kong Limited (stock code: 6030) “H Shareholder(s)” holder(s) of H Shares “HKEx” Hong Kong Exchanges and Clearing Limited “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Hong Kong Listing Rules” Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Jiantou Zhongxin” Jiantou Zhongxin Asset Management Co., Ltd. (建投中信資產管理有限責任公司) “Jindingxin Microfinance” Qingdao Jindingxin Microfinance Company Limited (青島金鼎信小額貸款股份有 限公司) “Kington Securities” Kington Securities Limited Liability Company (金通證券有限責任公司) “Ministry of Finance” the Ministry of Finance of the People’s Republic of China “NSSF” National Social Security Fund of the PRC “PRC” or “China” the People’s Republic of China “PwC” PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers “PwC Hong Kong” PricewaterhouseCoopers “PwC Zhong Tian” PricewaterhouseCoopers Zhong Tian LLP “related party transaction(s)” has the same meaning ascribed to it under the SSE Listing Rules currently in effect and as amended from time to time “Reporting Period” the twelve months ended 31 December 2019 “Securities Law” the Securities Law of the People’s Republic of China 5 “Senior Management” the senior management of the Company “SFC” the Securities and Futures Commission of Hong Kong “Shanghai Clearing House” Interbank Market Clearing House Co., Ltd. “Share(s)” A Share(s) and H Share(s) “Shareholder(s)” holder(s) of the domestic Share(s) or the overseas-listed foreign Share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each which are listed on the SSE and the Hong Kong Stock Exchange, respective “Shenzhen Securities Regulatory Bureau” the Shenzhen Securities Regulatory Bureau of the CSRC “SSE” Shanghai Stock Exchange “SSE Listing Rules” Rules

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