2015 annual results announcement

237 Pages·2016·4.25 MB·English

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)
2015 ANNUAL RESULTS ANNOUNCEMENT
The Board of CITIC Securities Company Limited is pleased to announce the audited results of the Company and its
subsidiaries for the year ended 31 December 2015. This announcement, containing the main text of the 2015 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 2015 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.cs.ecitic.com on or before 30 April
2016.
– 1 –
IMPORTANT NOTICE
The Board and the supervisory committee of the Company and the Directors, Supervisors and Senior Management
warrant the truthfulness, accuracy and completeness of this announcement and that there is no false representation,
misleading statement contained herein or material omission from this announcement, and for which they will assume
joint and several liabilities.
This announcement was considered and approved at the 2nd Meeting of the 6th Session of the Board of the Company.
All Directors of the Company attended the meeting. No Director raised any objection to this announcement.
The domestic and international annual financial reports of the Company were audited by PricewaterhouseCoopers
Zhong Tian LLP and PricewaterhouseCoopers Hong Kong, respectively, and auditor’s reports with standard unqualified
audit opinions were issued accordingly.
Mr. ZHANG Youjun, head of the Company and the person-in-charge of accounting affairs, and Mr. HUANG
Yonggang, the head of the Company’s accounting department, warrant that the financial statements set out in this
announcement are true, accurate and complete.
The Company’s 2015 profit distribution proposal considered by the Board is a cash dividend of RMB5.00 for every 10
shares (tax inclusive). This proposal is subject to the approval of the general meeting of the Company.
Forward looking statements, including future plans and development strategies, contained in this announcement do not
constitute a substantive commitment to investors by the Company. Investors should be aware of such investment risks.
There was no appropriation of funds of the Company by largest shareholder or its related/connected parties for non-
operating purposes.
The Company had made no guarantee to external parties against the stipulated decision-making process.
The Company prepared this announcement in both English and Chinese versions. In the event of any discrepancies in
interpretation between the English version and Chinese version, the Chinese version shall prevail.
– 2 –
CONTENTS
Definitions .................................................................................................................................................................. 4
Material Risk Factors ................................................................................................................................................. 7
Company Information ................................................................................................................................................ 8
Financial Summary .................................................................................................................................................... 18
Chairman’s Statement ................................................................................................................................................ 22
Management Discussion and Analysis ...................................................................................................................... 23
Report of the Directors ............................................................................................................................................... 65
Significant Events ...................................................................................................................................................... 72
Changes in Share Capital and Information on Substantial Shareholders .................................................................. 92
Directors, Supervisors, Senior Management and Employees .................................................................................... 103
Corporate Governance Report ................................................................................................................................... 117
Independent Auditor’s Report and Notes to Financial Statements ............................................................................ 150
Documents Available for Inspection ......................................................................................................................... 228
Appendix 1: Organization Chart ................................................................................................................................ 229
Appendix 2: Index of Information Disclosure ........................................................................................................... 230
Appendix 3: Administrative Consents and Approvals Obtained During the Reporting Period ................................ 237
– 3 –
DEFINITIONS
Unless the context otherwise requires, the following expressions have the following meanings in this announcement:
“A Shareholder(s)” holder(s) of A Shares
“A Shares” 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)
“AUM” Assets under management
“Beijing Guoan” Beijing Guoan Football Club Co., Ltd.
“Board” the board of directors of the Company
“CAM” collective asset management
“China AMC” China Asset Management Company Limited
“China CITIC Bank” China CITIC Bank Corporation Limited
“CITIC Buyout Fund” CITIC Buyout Fund Management Co., Ltd.
“CITIC Corporation Limited“ CITIC Corporation Limited (formerly known as CITIC Limited and
renamed in 2014, and currently being the wholly-owned subsidiary of
CITIC Limited)
“CITIC Futures” CITIC Futures Company Limited
“CTI Capital” CTI Capital Management Limited
“CITIC Group” CITIC Group Corporation (formerly known as China International
Trust and Investment Corporation and CITIC Group)
“CITIC Holdings” CITIC Holdings Limited
“CITIC Limited” CITIC Limited (formerly known as CITIC Pacific Limited, renamed
in 2014 and currently holding 100% shares of CITIC Corporation
Limited)
“CITIC Pacific” CITIC Pacific Limited (renamed as CITIC Limited in 2014)
“CITIC PE Fund” CITIC Private Equity Funds Management Company Limited
“CITIC Securities Finance 2013” CITIC Securities Finance 2013 Co. Ltd.
“CITIC Securities Finance MTN” CITIC Securities Finance MTN Co., Ltd.
“CITIC Securities Investment” CITIC Securities Investment Limited
“CITIC Securities (Shandong)” CITIC Securities (Shandong) Co., Ltd.
“CITIC Securities (Zhejiang)” CITIC Securities (Zhejiang) Co., Ltd.
– 4 –
“CITIC Trust” CITIC Trust Co., Ltd.
“Company Law” the Company Law of the People’s Republic of China
“CLSA Limited” CLSA Limited
“Connected Transaction” has the meaning ascribed to it under the Hong Kong Listing Rules
currently in effect and as amended from time to time
“CSCL” China Securities Co., Ltd.
“CSDCC” China Securities Depository and Clearing Corporation Limited
“CSI” CITIC Securities International Co., Ltd.
“CSRC” the China Securities Regulatory Commission
“Director(s)” the director(s) of the Company
“ECT” E-Capital Transfer Co., Ltd.
“GoldStone Fund” CITIC GoldStone Fund Management Co., Ltd.
“GoldStone Haorui” Qingdao GoldStone Haorui Investment Co., Ltd.
“GoldStone Investment” GoldStone Investment Co., Ltd.
“GoldStone ZeXin” GoldStone ZeXin Investment Management Co., Ltd.
“Group” CITIC Securities Company Limited and its subsidiaries
“Hong Kong Listing Rules” Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited
“Hong Kong SFC” the Securities and Futures Commission of Hong Kong
“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited
“HKEx” Hong Kong Exchanges and Clearing Limited
“H Shareholder(s)” holder(s) of H Shares
“H Shares” the overseas-listed foreign invested share(s) in the ordinary share
capital of the Company with a normal value of RMB1.00 each, which
are listed on the Stock Exchange of Hong Kong Limited (stock code:
6030)
“Jindingxin Microfinance” Qingdao Jindingxin Microfinance Company Limited
“Kington Securities” Kington Securities Limited Liability Company
“KVB Kunlun Financial” KVB Kunlun Financial Group Limited
“MOF” the Ministry of Finance of the People’s Republic of China
“NSSF” the National Social Security Fund
– 5 –
“PwC” PricewaterhouseCoopers Zhong Tian LLP, PricewaterhouseCoopers
“PwC Hong Kong” PricewaterhouseCoopers
“PwC Zhong Tian” PricewaterhouseCoopers Zhong Tian LLP
“Qianhai Equity Exchange” Qianhai Equity Exchange (Shenzhen) Co., Ltd.
“Qingdao Blue Ocean Equity Exchange” Qingdao Blue Ocean Equity Exchange Co., Ltd.
“Related Party Transaction” has the meaning ascribed to it under the SSE Listing Rules currently in
effect and as amended from time to time
“SAC” Securities Association of China
“SAIC” the State Administration for Industry & Commerce of the People’s
Republic of China
“SAM” specified asset management
“S&P/CITIC” S&P/CITIC Index Information Services (Beijing) Co., Ltd.
“Securities Law” the Securities Law of the People’s Republic of China
“Senior Management” the senior management of the Company
“SSE Listing Rules” Rules Governing the Listing of Stocks on Shanghai Stock Exchange
“Shenzhen Bureau of the CSRC” the Shenzhen Securities Regulatory Bureau of the CSRC
“SSE” Shanghai Stock Exchange
“Supervisor(s)” the supervisor(s) of the Company
“SZSE” Shenzhen Stock Exchange
“TAM” targeted asset management
“We”, “Company” and “CITIC Securities” CITIC Securities Company Limited
“Wind Info” Wind Information Co., Ltd.
“Xiamen Cross-strait Equity Exchange” Xiamen Cross-strait Equity Exchange Co, Ltd.
– 6 –
MATERIAL RISK FACTORS
The Group’s business operation is highly dependent on the general economic and market conditions of China and the
relevant areas in which the Company operates its business. Therefore, volatility in the Chinese and international capital
markets will have effect on the operating results of the Group.
The major risks exposed to by the Group include but not limited to: legal and compliance risk caused by possible failure
of the business management and standards to align in a timely manner with changes in national laws and regulations
and rules promulgated by the regulatory authorities; strategic risk where the Group may not be able to determine the
strategic plan in response to the profound changes in the domestic and overseas capital markets; internal operations and
management risks arising from the transformation of the Company’s business model and the emergence of new businesses
and new technologies; market risk that may arise from the fluctuating price of the securities held by the Group; credit
risk that may arise from the default or deteriorating credit quality of its borrower, trading counterparty or financial
position issuers; liquidity risk where the Group may encounter a shortage of fund in fulfillment of payment obligations;
operation risk that may arise from the negligence or omission of the internal process management, information system
failure or personnel misconduct; reputation risk that may arise from negative evaluation on the Company made by
stakeholders due to the Company’s operation and other activities or external events; risks such as currency exchange
risk that may arise from the operation of international businesses and financial innovative businesses. In particular,
credit risk and liquidity risk are the major risks currently being faced by the Group.
To cope with the above risks, the Group takes preventive measures through its organizational structure, management
system, information technology, etc., while at the same time, optimizes its business process and focuses on
strengthening the management of credit risk and liquidity risk.
– 7 –
1. COMPANY INFORMATION
1.1 Profile
Name in Chinese 中信証券股份有限公司
Abbreviation in Chinese 中信証券
Name in English CITIC Securities Company Limited
Abbreviation in English CITIC Securities Co., Ltd
Legal Representative ZHANG Youjun
Authorized Representatives YIN Ke, ZHENG Jing
Registered Capital and Net Capital
In RMB Yuan
As at the end As at the end
of the reporting period of last year
(31 December 2015) (31 December 2014)
Registered Capital 12,116,908,400.00 11,016,908,400.00
Net Capital (Parent Company) 89,415,194,540.25 44,319,246,529.28
Note: As at the disclosure date of this announcement, the total number of issued Shares of the Company was 12,116,908,400
shares, of which 9,838,580,700 Shares were A Shares and 2,278,327,700 Shares were H Shares.
– 8 –
Business Qualifications for Each Individual Business of the Company
According to the Business License issued by the Market Supervision Administration of Shenzhen Municipality,
the business scope of the Company covers: securities brokerage (for areas other than Shandong Province, Henan
Province, Tiantai and Cangnan Counties of Zhejiang Province); securities investment consulting; financial
advisory services related to securities trading and securities investment activities; securities underwriting and
sponsorship; securities proprietary business; securities asset management; margin financing and securities lending;
securities investment fund sales agency; provision of brokerage services to futures companies; distribution of
financial products; and stock options market making.
In addition, the Company possesses the following business qualifications:
1. Business qualifications approved or certified by the CSRC: online trading; entrusted wealth management;
operation of overseas securities investment management business by qualified domestic institutional
investors (QDII); direct investment; inter-bank market interest rate swap; stock index futures trading in
proprietary business and asset management business; stock repo; pilot business of stock return swap; treasury
futures trading in proprietary business and securities asset management business; pilot business of agency
services for gold and other precious metal spot contracts and proprietary trading for spot gold contracts;
custodian business for securities investment funds; and credit risk mitigation instruments selling business.
2. Business qualifications approved by the SSE: SSE fixed income platform market maker; warrants trading;
stock-pledged repo business; Southbound Trading Link business; financing business with respect to
exercising rights under share incentive schemes of listed companies; stock options brokerage; proprietary
trading for stock options; and principal market maker in SSE 50 ETF options contracts.
3. Business qualifications approved by SAC: quoted transfer; underwriting private placement of bonds by small
and medium-sized companies; OTC business; engaging in recommended businesses and brokerage business
through stock transfer systems; OTC options business; and Internet-based securities business.
4. Business qualifications approved by the People’s Bank of China: member of the national inter-bank lending
market; commercial paper underwriting; market maker in inter-bank bond market; and open market Class A
trader.
5. Other business qualifications: member of book-entry government bond underwriting syndicates; Class
A clearing participant of CSDCC; license for operating foreign exchange in securities business (foreign-
currency negotiable securities brokerage, foreign-currency negotiable securities underwriting and entrusted
foreign-exchange asset management); qualified enterprise annuity fund management institution; qualified
underwriter team of policy bank; qualified manager of converted shares of the NSSF; qualified NSSF
domestic investment manager; entrusted management of insurance funds; pilot refinancing business; sideline
insurance agency business; the New Third Board market maker; and the qualifications for consultancy
services relating to the secrets of the military industry.
1.2 Contact Person and Methods
Secretary to the Board, Company Secretary
Name ZHENG Jing
Contact Address CITIC Securities Tower, No. 8 Zhong Xin San Road, Futian District,
Shenzhen, Guangdong
CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District,
Beijing
Telephone [phone]
Facsimile 0086-755-2383 5525, 0086-10-6083 6031
Email [email protected]
– 9 –
1.3 Basic Information
Registered Address North Tower, Excellence Times Plaza II, No. 8 Zhong Xin San Road,
Futian District, Shenzhen, Guangdong Province
Postal Code of Registered Address 518048
Office Address CITIC Securities Tower, No. 8 Zhong Xin San Road, Futian District,
Shenzhen, Guangdong Province
(Note: This is a postal address and is in the same building as that of the registered
address of the Company. The registered address of the Company
corresponds to the name of the building registered with the Shenzhen Real
Estate Ownership Registration Centre)
CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District,
Beijing
Postal Code of Office Address 518048, 100026
Place of Business in Hong Kong 26/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong
Website http://www.cs.ecitic.com
Email [email protected]
Telephone [phone]
Facsimile 0086-755-2383 5861, 0086-10-6083 6029
Customer Service Hotline for 0086-95548, 0086-4008895548
Brokerage and Asset
Management Businesses
Investor Relations Hotline [phone]
Business License United Social 914403001017814402
Credibility Code
1.4 Information Disclosure and Availability Places
Newspapers designated for China Securities Journal, Shanghai Securities News, Securities Times
information disclosure
by the Company
Websites for information disclosure Website designated by the CSRC: http://www.sse.com.cn (website of the
SSE)
Website designated by the Hong Kong Stock Exchange: http://www.
hkexnews.hk (HKExnews website of HKEx)
Place where Annual Reports 16/F, CITIC Securities Tower, No. 8 Zhong Xin San Road, Futian
of the Company are available District, Shenzhen, Guangdong Province
10/F, CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang
District, Beijing
26/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong
– 10 –