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 company incorporated in the People’s Republic of China with limited liability) (Stock Code: 6806) ANNUAL RESULTS ANNOUNCEMENT FOR THE YEAR ENDED DECEMBER 31, 2019 The board of directors (the “Board”) of Shenwan Hongyuan Group Co., Ltd. (the “Company”) hereby announces the audited results of the Company and its subsidiaries for the year ended December 31, 2019. This results 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 the information to accompany preliminary announcement of annual results. The Company’s annual results for the year ended December 31, 2019 have been reviewed by the audit committee of the Board. This results announcement will be published on the HKEXnews website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the website of the Company (www.swhygh.com) respectively. The 2019 annual report will be dispatched to the H shareholders of the Company and published on the HKEXnews website of Hong Kong Exchanges and Clearing Limited and the website of the Company in due course. By order of the Board Shenwan Hongyuan Group Co., Ltd. Chu Xiaoming Chairman Beijing, the PRC March 27, 2020 As at the date of this announcement, the Board of Directors comprises Mr. Chu Xiaoming and Mr. Yang Wenqing as Executive Directors; Mr. Chen Jianmin, Mr. Wang Honggang, Mr. Wang Fengchao, Ms. Ge Rongrong and Mr. Ren Xiaotao as Non- executive Directors; Ms. Ye Mei, Mr. Xie Rong, Ms. Huang Danhan and Ms. Yang Qiumei as Independent Non-executive Directors. Important Notice 1. The Board of Directors, the board of supervisors and the directors, supervisors and senior management of the Company warrant the truthfulness, accuracy and completeness of the content contained in this annual report, and that there are no misstatements, misleading representations or material omission in the contents contained herein, and severally and jointly bear full legal responsibilities thereof. 2. This annual report was considered and approved at the 50th meeting of the fourth session of the Board. 11 directors shall participate in the poll of the meeting and the actual number of directors participated was 11. No directors, supervisors, or senior management of the Company declares the inability to warrant or disagreement with the truthfulness, accuracy and completeness of the content herein. 3. The condensed consolidated financial report for 2019 prepared by the Company in accordance with the International Financial Reporting Standards has been audited by KPMG, the auditor of the Company, which has issued a standard unqualified audit report. 4. Mr. Xu Zhibin, the legal representative and general manager of the Company, Mr. Yang Changyun, the chief financial officer of the Company, and Ms. Zhang Yan, the person in charge of the planning and finance department of the Company, have declared that they warrant the truthfulness, accuracy and completeness of the financial statements in this annual report. 5. As considered and approved at the 50th meeting of the fourth session of the Board, the profit distribution proposal of the Company for 2019 is as follows: 1. Based on the total share capital of 25,039,944,560 A Shares and H Shares of the Company as of December 31, 2019, a cash dividend of RMB0.80 (tax inclusive) for every 10 shares was distributed to all A shareholders and H shareholders whose names appear on the register of members of the Company on the record date, with a total amount of cash dividend of RMB2,003,195,564.80. The retained profits of the Company of RMB1,217,347,642.66 following the cash dividend distribution will be carried forward to the next year. 2. Cash dividend is denominated and declared in RMB and paid to A shareholders in RMB and to H shareholders in HKD. The actual distribution amount in HKD was calculated at the rate of average benchmark exchange rate of RMB against HKD published by the People’s Bank of China five business days prior to the 2019 annual general meeting of the Company. (The proposal is subject to consideration at the general meeting) 6. The forward-looking statements in this annual report, including future plans and development strategies do not constitute substantive commitments of the Company to investors. Investors should be aware of the investment risks. 7. The audit committee of the Board of the Company has reviewed the results of the Company for 2019. 8. This annual report of the Company is prepared in both Chinese and English. In the event of any discrepancy, the Chinese version should prevail. 9. The Company did not have any preferred shares during the Reporting Period. Contents 2 Section I Definitions and Important Notice 6 Section II Company Profile and Key Financial Indicators 17 Section III Summary of The Company’s Business 21 Section IV Report of the Board 62 Section V Significant Events 198 Section VI Changes In Shares and Shareholders 210 Section VII Particulars of Directors, Supervisors, Senior Management and Employees 238 Section VIII Corporate Governance 284 Section IX Corporate Bonds 299 Section X Financial Statements 448 Section XI Documents Available for Inspection Section I Definitions and Important Notice I. DEFINITIONS In this annual report, unless the context otherwise requires, the following terms shall have the following meanings: Term Definition “A Share(s)” domestic ordinary shares of the Company, with a nominal value of RMB1.00 each, which are listed on the Shenzhen Stock Exchange and traded in RMB “actual controller” or “Central Huijin” Central Huijin Investment Ltd. (中央匯金投資有限責任公司) “Articles 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 “Board of Supervisors” the board of supervisors of the Company “ChiNext Board” the growth enterprise board launched by the Shenzhen Stock Exchange “CG Code” Corporate Governance Code and Corporate Governance Report as set out in Appendix 14 to the Listing Rules “Company Law” the Company Law of the People’s Republic of China (中華人民共和國公 司法) “Company” or “Shenwan Hongyuan Shenwan Hongyuan Group Co., Ltd. (申萬宏源集團股份有限公司) Group” “controlling shareholder” or “JIC” China Jianyin Investment Ltd. (中國建銀投資有限責任公司) “CSRC” China Securities Regulatory Commission (中國證券監督管理委員會) “CSRC Hubei branch” Hubei Securities Regulatory Bureau of the CSRC (中國證券監督管理委 員會湖北監管局) “CSRC Shanghai branch” Shanghai Securities Regulatory Bureau of the CSRC (中國證券監督管理 委員會上海監管局) “EBITDA” earnings before interest, taxes, depreciation and amortization 2 SHENWAN HONGYUAN GROUP CO., LTD. ANNUAL REPORT 2019 Section I Definitions and Important Notice (continued) Term Definition “ETF(s)” exchange-traded fund(s) “FICC” fixed income, currencies and commodities “Fullgoal Fund” Fullgoal Fund Co., Ltd. (富國基金有限責任公司) “general meeting” the general meeting of the Company “Group” the Company and its subsidiaries “H Share(s)” overseas listed foreign ordinary shares in the share capital of the Company with nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and traded in HK dollars “HK$” or “HK dollars” Hong Kong dollars and cents, respectively, the lawful currency of Hong Kong “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Hongyuan Futures” Hongyuan Futures Co., Ltd. (宏源期貨有限公司) “Hongyuan Huifu” Hongyuan Huifu Capital Co., Ltd. (宏源匯富創業投資有限公司) “Hongyuan Huizhi” Hongyuan Huizhi Investment Co., Ltd. (宏源匯智投資有限公司) “ISAE3402” International Standard on Assurance Engagements No. 3402 “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “margin financing and securities provision of collateral by investors to securities firms who are qualified lending” for conducting margin financing and securities lending business to borrow funds for securities purchases (margin financing) or to borrow and sell securities (securities lending) “Model Code” Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules “NEEQ” National Equities Exchange and Quotations (全國中小企業股份轉讓系統) ANNUAL REPORT 2019 SHENWAN HONGYUAN GROUP CO., LTD. 3 Section I Definitions and Important Notice (continued) Term Definition “Net Capital” Comprises core net capital and net supplementary capital, of which core net capital equals net assets minus risk-adjusted assets minus risk- adjusted contingent liability plus or minus capital from other adjustments recognized or approved by the CSRC, and net supplementary capital is long-term subordinated debts discounted at a prescribed proportion plus or minus capital from other adjustments recognized or approved by the CSRC “PB System” prime brokerage system “Reporting Period” the year from January 1, 2019 to December 31, 2019 “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC “Securities and Futures Ordinance” or the Securities and Futures Ordinance (Chapter 571 of the Laws of “SFO” Hong Kong) “Securities Law” the Securities Law of the People’s Republic of China (中華人民共和國證 券法) “Shanghai