Financial Performance - Total revenue and other income for the first half of 2023 reached RMB 2,521,247,000, a 29.61% increase compared to RMB 1,945,197,000 in the same period of 2022[5] - Profit before tax for the first half of 2023 was RMB 758,959,000, reflecting a 39.09% increase from RMB 545,652,000 year-on-year[5] - Net profit attributable to shareholders for the first half of 2023 was RMB 600,313,000, up 37.30% from RMB 437,237,000 in the previous year[5] - Basic and diluted earnings per share for the first half of 2023 were both RMB 0.21, representing a 40.00% increase from RMB 0.15 in the same period of 2022[5] - The company reported a total revenue of RMB 1.2 billion for the six months ended June 30, 2023, representing a year-on-year increase of 15%[106] - The net profit attributable to shareholders for the same period was RMB 300 million, up 20% compared to the previous year[106] - The company reported a total comprehensive income of RMB 989,601 thousand for the six months ended June 30, 2023, compared to RMB 461,985 thousand for the same period in 2022, marking an increase of 114.0%[117] Assets and Liabilities - Total assets as of June 30, 2023, amounted to RMB 86,160,832,000, a 15.84% increase from RMB 74,381,997,000 at the end of 2022[6] - Total liabilities as of June 30, 2023, were RMB 68,059,041,000, an 18.11% increase from RMB 57,621,443,000 at the end of 2022[6] - Equity attributable to shareholders increased by 5.90% to RMB 17,749,424,000 from RMB 16,760,554,000 at the end of 2022[6] - The asset-liability ratio as of June 30, 2023, was 76.24%, an increase of 2.60 percentage points from 73.64% at the end of 2022[6] - As of June 30, 2023, total assets amounted to RMB 86,160,832 thousand, an increase from RMB 74,381,997 thousand as of December 31, 2022, representing a growth of approximately 15.5%[113] - The total liabilities increased to RMB 48,237,867 thousand from RMB 38,707,622 thousand, reflecting a rise of approximately 24.3%[113] Cash Flow - Net cash generated from operating activities for the first half of 2023 was RMB 2,946,717,000, compared to a net cash used of RMB 1,761,497,000 in the same period of 2022[5] - The net cash generated from operating activities for the six months ended June 30, 2023, was RMB 1,011,426 thousand, compared to RMB 802,935 thousand for the same period in 2022, representing a year-on-year increase of 25.9%[120] - The net cash generated from financing activities was RMB 3,368,367 thousand, significantly up from RMB 1,017,727 thousand in the previous year, indicating a growth of 231.5%[120] - The net cash used in investing activities was RMB (1,276,959) thousand, a decrease from RMB 3,115,322 thousand in the same period last year, reflecting a change of 141.0%[120] Business Segments - The investment banking business generated revenue of RMB 305 million, up 12.12% year-on-year[13] - The asset management and investment business saw revenue growth of 60.48%, reaching RMB 162 million[13] - The securities investment business achieved revenue of RMB 1.060 billion, marking an impressive year-on-year increase of 89.00%[13] - The brokerage and wealth management segment generated revenue of RMB 400,032,000, while the investment banking segment contributed RMB 285,213,000 for the first half of 2023[134] - The asset management and investment segment's revenue was RMB 148,716,000, up from RMB 75,493,000 in the same period last year, indicating a growth of approximately 97%[137] Customer and Market Growth - The total number of customers reached 1.6861 million, a year-on-year increase of 13.47%[15] - The financial product sales scale (excluding cash management products) was RMB 11.249 billion, up 14.95% year-on-year[15] - User data showed an increase in active clients by 25%, reaching a total of 500,000 clients as of June 30, 2023[106] - The company plans to expand its market presence in Southeast Asia, targeting a 10% market share by the end of 2024[106] Risk Management - The company has implemented a comprehensive risk management system covering various business types and risks, ensuring risks are controllable, measurable, and bearable[67] - The company has established a four-tier risk management structure, including the Board of Directors and Risk Control Committee, senior management, and dedicated risk management departments[68] - The Chief Risk Officer is responsible for implementing the company's risk management work and evaluating significant market, credit, and liquidity risks[72] - Credit risk is managed through an internal credit rating system, which assesses counterparties and adjusts credit limits based on risk evaluations[77] - The company emphasizes the importance of reputation risk management, implementing mechanisms for internal constraints, public opinion monitoring, emergency response, and information disclosure[81] Corporate Governance - The chairman and CEO roles are held by the same individual, which deviates from the corporate governance code, but the board maintains an appropriate power balance[91] - The board of directors consists of nine members, including one executive director and three independent non-executive directors, ensuring compliance with legal and regulatory requirements[93] - The audit committee held two meetings during the reporting period, reviewing and approving ten proposals, and confirmed that the financial reports comply with applicable accounting standards[94] - The company has not reported any new developments in ongoing litigation cases during the reporting period, maintaining a stable legal standing[97] Employee and Operational Efficiency - The company has optimized its salary and training policies to align employee performance with compensation, enhancing overall business development[66] - The company has allocated RMB 100 million for research and development of new technologies in the upcoming fiscal year[106] - The company aims to improve operational efficiency by implementing new digital tools, expecting a 5% reduction in operational costs[106] Future Plans - The company plans to enhance its wealth management ecosystem and focus on asset allocation in the second half of 2023[16] - The company aims to strengthen its professional capabilities and extend its customer service system for institutional clients[16] - Huaying Securities will focus on enhancing its comprehensive financial services to promote M&A and restructuring business development in the second half of 2023[29]

Financial Performance - The company's operating revenue for the first half of 2023 reached ¥1,807,078,426.17, representing a 41.87% increase compared to ¥1,273,723,514.90 in the same period last year[21]. - Net profit attributable to shareholders of the parent company was ¥600,312,605.07, up 37.30% from ¥437,236,663.71 year-on-year[21]. - The total assets at the end of the reporting period amounted to ¥86,160,832,412.00, reflecting a 15.84% increase from ¥74,381,996,357.05 at the end of the previous year[22]. - The total liabilities increased by 18.11% to ¥68,059,041,318.05 from ¥57,621,443,646.32 at the end of the previous year[22]. - Basic earnings per share for the first half of 2023 were ¥0.21, a 40.00% increase compared to ¥0.15 in the same period last year[23]. - The weighted average return on net assets rose to 3.48%, an increase of 0.85 percentage points from 2.63% year-on-year[23]. - The company's net cash flow from operating activities was ¥2,627,617,632.80, compared to a negative cash flow of ¥1,224,813,646.65 in the same period last year[21]. - Non-recurring gains and losses totaled ¥8,211,088.48 after tax, with significant contributions from government subsidies and asset disposals[26]. - The company's total equity attributable to shareholders of the parent company increased by 5.90% to ¥17,749,422,182.31 from ¥16,760,552,710.73 at the end of the previous year[22]. Business Operations - Guolian Securities holds various business qualifications, including securities business, investment consulting, and public fund sales, enhancing its operational capabilities[12][13]. - The company completed 2 IPO projects with an underwriting amount of CNY 1.471 billion, ranking 18th in the industry for the number of IPOs sponsored[39]. - The securities investment business generated revenue of CNY 751 million, showing a significant year-on-year growth of 143.57%[34]. - The company’s asset management and investment business achieved revenue of CNY 162 million, a year-on-year increase of 61.49%[34]. - The company’s financial product sales (excluding cash management products) reached CNY 11.249 billion, up 14.95% year-on-year[36]. - The company completed 25 financial advisory projects in the first half of 2023, with a focus on high-quality service delivery[48]. - The company’s client base grew to 1.6861 million, reflecting a year-on-year increase of 13.47%[36]. Risk Management - The company faces significant risks including market risk, credit risk, operational risk, and liquidity risk, with ongoing uncertainties in the macroeconomic and securities markets impacting operations[92]. - The company has established a comprehensive risk management system to ensure risks are controllable, measurable, and bearable, aiming for long-term value maximization[93]. - The risk management structure includes a board of directors, senior management, and a risk management committee, ensuring effective oversight and implementation of risk management policies[96]. - Daily monitoring of market risk is conducted through calculations of profit and loss, exposure, basis points, duration, and Greek letters, continuously improving VAR and stress testing mechanisms[101]. - Liquidity risk management measures include efficient management of funding sources, financing arrangements, and liquidity reserves to ensure sufficient funds are available for obligations[104]. Corporate Governance - The company held 3 shareholder meetings during the reporting period, all in compliance with relevant laws and regulations[114]. - The company reported a change in senior management, with the dismissal of the Chief Information Officer, Wang Jinling, due to job relocation[115]. - The company has established commitments to avoid competition with its controlling shareholder, Guolian Group, ensuring compliance with relevant regulations[124]. - The company has not engaged in any significant related party transactions that were not disclosed in temporary announcements[134]. - The company has maintained a good credit status, with no unfulfilled court judgments or significant overdue debts[128]. Social Responsibility - The company spent 1.098 million yuan on purchasing agricultural products from poverty alleviation areas to support rural revitalization efforts[121]. - The company donated books and eye-care lamps to first-grade students in Aheqi County, Xinjiang, as part of its educational support initiatives[121]. - The company signed a cooperation agreement with the Wuxi Disabled Persons' Federation to support employment and education for disabled individuals[122]. - The company donated a total of 218,000 yuan to support humanitarian efforts and public service initiatives[121]. Financial Position - The registered capital of Guolian Securities remains at RMB 2,831,773,168, unchanged from the previous year[12]. - The company reported a total revenue of 141.70 million RMB from securities brokerage services during the first half of 2023[130]. - The company’s total equity increased to ¥18,101,791,093.95 from ¥16,760,552,710.73, showing a growth of about 8.0%[158]. - The total comprehensive income for the first half of 2023 was RMB 989,600,628.50, compared to RMB 461,985,313.47 in the same period of 2022[163]. - The company’s cash and cash equivalents amounted to CNY 12.47 billion, up from CNY 10.03 billion at the end of the previous year[157]. Future Outlook - The company plans to enhance its wealth management ecosystem and focus on asset allocation in the second half of 2023[37]. - The company aims to strengthen its investment research capabilities and diversify product strategies in the second half of 2023[57]. - The company anticipates that the domestic A-share market will present more opportunities than challenges in the second half of 2023, focusing on mid- to long-term growth stocks[69]. - The company plans to continue expanding its market presence and investing in new technologies to drive future growth[164].

Financial Performance - Total revenue and other income for the first half of 2023 reached RMB 2,521,247,000, a 29.61% increase compared to RMB 1,945,197,000 in the same period of 2022[6]. - Profit before tax for the first half of 2023 was RMB 758,959,000, reflecting a 39.09% increase from RMB 545,652,000 in the first half of 2022[6]. - Net profit attributable to shareholders for the first half of 2023 was RMB 600,313,000, up 37.30% from RMB 437,237,000 in the same period last year[6]. - Basic and diluted earnings per share for the first half of 2023 were both RMB 0.21, representing a 40.00% increase from RMB 0.15 in the first half of 2022[6]. - The company reported a total comprehensive income of RMB 989,601 thousand for the six months ended June 30, 2023, compared to RMB 461,985 thousand for the same period in 2022, reflecting an increase of approximately 114.0%[121]. Assets and Liabilities - Total assets as of June 30, 2023, amounted to RMB 86,160,832,000, a 15.84% increase from RMB 74,381,997,000 at the end of 2022[7]. - Total liabilities as of June 30, 2023, were RMB 68,059,041,000, an 18.11% increase from RMB 57,621,443,000 at the end of 2022[7]. - Equity attributable to shareholders increased by 5.90% to RMB 17,749,424,000 from RMB 16,760,554,000 at the end of 2022[7]. - The debt-to-asset ratio increased to 76.24% as of June 30, 2023, compared to 73.64% at the end of 2022, an increase of 2.60 percentage points[7][8]. - The total liabilities increased to RMB 48,237,867 thousand from RMB 38,707,622 thousand, representing a growth of about 24.3%[117]. Revenue Breakdown - Revenue from brokerage and wealth management business was RMB 4.94 billion, a decrease of 5.78% year-on-year[14]. - Investment banking business revenue reached RMB 3.05 billion, showing a year-on-year growth of 12.12%[14]. - Revenue from asset management and investment business was RMB 1.62 billion, up 60.48% year-on-year[14]. - Revenue from credit trading business was RMB 3.63 billion, a slight decline of 1.32% year-on-year[14]. - Securities investment business revenue surged to RMB 10.60 billion, marking an impressive year-on-year growth of 89.00%[14]. Cash Flow and Operating Activities - Net cash generated from operating activities for the first half of 2023 was RMB 2,946,717,000, a significant recovery from a net cash usage of RMB 1,761,497,000 in the same period of 2022[6]. - The company’s operating cash flow showed a substantial increase, with a net cash inflow of RMB 3,023,823 thousand compared to a cash outflow of RMB 1,679,751 thousand in the previous year[123]. - Net cash generated from financing activities was RMB 3,368,367 thousand, up from RMB 1,017,727 thousand in the previous year, reflecting increased bank loans and bond issuance[124]. Employee and Management - The company has 46 bond projects awaiting issuance and 30 projects under review, with a total issuance scale exceeding RMB 100 billion[26]. - The company has 15 branches and 85 securities business departments, with no new branches established during the reporting period[58]. - The company has a total of 3,169 employees, including 161 brokers, with 2,449 employees in the parent company[69]. - The company optimized its salary management system based on 2022 employee assessment results, linking performance closely with salary adjustments[69]. - The employee stock ownership plan involved 342 participants, with a total subscription amount of RMB 68.11 million, representing approximately 0.1% of the company's total share capital[104]. Risk Management - The company established a comprehensive risk management system covering various business types and risks, ensuring risks are controllable, measurable, and bearable[70]. - The Chief Risk Officer is responsible for implementing comprehensive risk management and reporting significant risks to the company's president[76]. - The company has established an internal credit rating system to assess the credit levels of counterparties and issuers, utilizing stress testing and sensitivity analysis for risk measurement[81]. - The company has implemented measures to manage liquidity risk, including efficient management of funding sources and establishing sufficient liquidity reserves to ensure additional funding in emergencies[82]. - The company emphasizes reputation risk management, establishing internal constraints and monitoring mechanisms to enhance risk prevention awareness and management levels[85]. Corporate Governance - The board of directors consists of nine members, including one executive director and three independent non-executive directors, ensuring a balanced governance structure[97]. - The audit committee has reviewed the company's accounting policies and internal controls, confirming compliance with applicable accounting standards[99]. - The company adheres to corporate governance codes, with a commitment to maintaining a good social image and compliance with laws and regulations[95]. - The strategic committee convened three meetings, approving five proposals to guide the company's strategic direction[99]. - The company has made changes in its board and senior management, with several appointments and resignations occurring in 2023[103]. Future Plans and Strategies - The company plans to enhance its wealth management ecosystem and focus on asset allocation based on fund advisory services in the second half of 2023[18]. - The company aims to expand its equity business scale and optimize its investment banking structure, particularly targeting the Sci-Tech Innovation Board and the Beijing Stock Exchange[24]. - The company plans to strengthen bond service capabilities and expand market share in Jiangsu province in the second half of 2023[28]. - The company aims to enhance its financial advisory service capabilities and explore M&A opportunities through in-depth industry research in the second half of 2023[31]. - The company will continue to focus on dynamic asset allocation and improve its active management capabilities in various investment fields in the second half of 2023[36].

Financial Performance - The company's operating revenue for Q1 2023 was CNY 678,374,714.39, representing a year-on-year increase of 6.66%[4] - The net profit attributable to shareholders of the listed company was CNY 207,346,319.54, up 9.79% compared to the same period last year[4] - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY 202,602,638.26, reflecting a 9.25% increase year-on-year[4] - For Q1 2023, the total operating revenue was CNY 678,374,714.39, compared to CNY 636,002,769.33 in Q1 2022, reflecting a year-over-year growth of approximately 6.6%[15] - The net profit for Q1 2023 was CNY 207,346,319.54, an increase from CNY 188,856,677.80 in Q1 2022, which is a growth of about 9.3%[15] - Total comprehensive income for Q1 2023 reached CNY 529,991,384.47, a significant increase from CNY 127,848,851.93 in Q1 2022[16] - Net profit for Q1 2023 was ¥220,689,283.37, down 30.8% from ¥318,714,076.57 in Q1 2022[21] Assets and Liabilities - The total assets at the end of the reporting period reached CNY 81,893,361,986.50, an increase of 10.10% from the end of the previous year[5] - As of March 31, 2023, the total assets of the company reached CNY 81,893,361,986.50, an increase from CNY 74,381,996,357.05 as of December 31, 2022, representing a growth of approximately 10.2%[12] - The company's total liabilities amounted to CNY 64,614,725,353.91, up from CNY 57,621,443,646.32, indicating an increase of about 12.5%[13] - Total liabilities increased to CNY 64,129,851,210.49 as of March 31, 2023, compared to CNY 57,190,772,990.45 at the end of 2022[20] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 96,334, with the largest shareholder holding 19.21% of the shares[8] - The largest shareholder, Wuxi Guolian Development (Group) Co., Ltd., holds a total of 48.60% of the company's shares through direct and indirect ownership[9] - The total equity attributable to shareholders of the listed company was CNY 17,278,636,632.59, up 3.09% from the end of the previous year[5] - The total equity of the company as of March 31, 2023, was CNY 17,059,763,251.82, up from CNY 16,523,915,571.83 at the end of 2022[20] Cash Flow and Investments - The net cash flow from operating activities was negative at CNY -373,105,033.42, with no applicable year-on-year comparison[4] - Net cash flow from operating activities for Q1 2023 was negative CNY 373,105,033.42, an improvement from negative CNY 5,058,411,560.62 in Q1 2022[17] - Cash flow from operating activities generated ¥874,085,420.40, a significant recovery from a negative cash flow of -¥4,794,295,467.22 in the previous year[22] - The company's cash and cash equivalents stood at CNY 11,665,760,365.59 as of March 31, 2023, compared to CNY 10,032,794,934.35 at the end of 2022, marking an increase of approximately 16.3%[12] - Cash and cash equivalents increased by CNY 1,724,051,131.34 in Q1 2023, compared to a decrease of CNY 811,285,263.34 in Q1 2022[18] - The company reported a total cash balance of ¥15,147,539,816.10 at the end of Q1 2023, up from ¥11,886,551,106.96 a year earlier[23] Investment Activities - The company reported a significant investment income of CNY 595,941,570.87 in Q1 2023, contrasting with a loss of CNY 71,022,339.02 in the same period last year[15] - The company is in the process of acquiring a 75.5% stake in Zhongrong Fund Management Co., which has been approved by the China Securities Regulatory Commission[11] - The company is actively progressing with the issuance of A-shares to specific investors, with the application accepted by the Shanghai Stock Exchange[10] - The company issued bonds in Q1 2023, raising CNY 7,509,960,000.00, an increase from CNY 5,004,431,952.87 in Q1 2022[17] - The company issued bonds totaling ¥7,509,960,000.00, an increase from ¥5,004,431,952.87 in Q1 2022, indicating a strong financing activity[22] Financial Ratios - The weighted average return on net assets was 1.22%, an increase of 0.08 percentage points compared to the previous year[4] - The diluted earnings per share for Q1 2023 remained at CNY 0.07, consistent with Q1 2022[16] - The company reported a decrease in net interest income to CNY 54,738,909.86 in Q1 2023 from CNY 72,019,366.29 in Q1 2022, representing a decline of approximately 24.0%[15] - Net interest income decreased to ¥49,995,276.27 from ¥59,064,747.95, reflecting a decline of 15.5% year-over-year[21] - The company reported a net increase in financial assets held for trading of CNY 1,873,431,819.14 in Q1 2023, down from CNY 7,689,321,612.39 in Q1 2022[17]

Financial Performance - The company's operating revenue for Q1 2023 was RMB 678,374,714.39, representing a year-on-year increase of 6.66%[5] - Net profit attributable to shareholders for the same period was RMB 207,346,319.54, reflecting a growth of 9.79% compared to the previous year[5] - The net profit attributable to shareholders after deducting non-recurring gains and losses was RMB 202,602,638.26, with a year-on-year increase of 9.25%[5] - Total operating revenue for Q1 2023 was RMB 678.37 million, an increase of 6.67% compared to RMB 636.00 million in Q1 2022[19] - Net profit for Q1 2023 was RMB 207.35 million, up 9.78% from RMB 188.86 million in Q1 2022[20] - Total comprehensive income for Q1 2023 reached RMB 529.99 million, compared to RMB 127.85 million in Q1 2022, indicating a strong growth[20] - Net profit for Q1 2023 was RMB 220.69 million, a decrease of 30.7% compared to RMB 318.71 million in Q1 2022[25][26] - Total operating income for Q1 2023 was RMB 590.74 million, down 2.0% from RMB 607.79 million in Q1 2022[25] Assets and Liabilities - Total assets at the end of the reporting period reached RMB 81,893,361,986.50, marking a 10.10% increase from the end of the previous year[5] - The total number of ordinary shareholders at the end of the reporting period was 96,334[8] - As of March 31, 2023, the company's total assets reached ¥81.89 billion, an increase from ¥74.38 billion as of December 31, 2022, representing a growth of approximately 10.4%[15] - The total liabilities increased to ¥64.61 billion from ¥57.62 billion, reflecting a rise of approximately 12.9%[18] - Total liabilities rose to RMB 64.13 billion as of March 31, 2023, compared to RMB 57.19 billion at the end of 2022, marking an increase of approximately 12.5%[24] Equity and Shareholder Information - The equity attributable to shareholders was RMB 17,278,636,632.59, which is a 3.09% increase compared to the previous year[5] - The company's equity attributable to shareholders rose to ¥17.28 billion from ¥16.76 billion, marking an increase of about 3.1%[18] - The total equity increased to RMB 17.06 billion as of March 31, 2023, from RMB 16.52 billion at the end of 2022, representing a growth of approximately 3.3%[24] - The top shareholder, Wuxi Guolian Development (Group) Co., Ltd., holds 543,901,329 shares, accounting for 19.21% of the total shares[9] Cash Flow and Financing Activities - The net cash flow from operating activities was negative at RMB -373,105,033.42, indicating a significant decrease[5] - Cash flow from operating activities showed a net outflow of RMB 373.11 million, an improvement from a net outflow of RMB 5.06 billion in Q1 2022[21] - Cash flow from investing activities resulted in a net outflow of RMB 1.01 billion, contrasting with a net inflow of RMB 2.89 billion in Q1 2022[21] - Cash flow from financing activities generated a net inflow of RMB 3.11 billion, up from RMB 1.36 billion in Q1 2022[22] - The company issued bonds totaling RMB 7.51 billion in Q1 2023, compared to RMB 5.00 billion in Q1 2022, reflecting increased financing activities[22] - The company received cash from bond issuance amounting to RMB 7,509,960,000.00 in Q1 2023, compared to RMB 5,004,431,952.87 in Q1 2022, reflecting a 50% increase[28] Investment and Financial Management - The company has acquired a 75.5% stake in Zhongrong Fund Management Co., with the approval from the China Securities Regulatory Commission, enhancing its investment management capabilities[14] - The company's financial investments, including trading financial assets, reached ¥34.83 billion, an increase from ¥32.44 billion, representing a growth of approximately 7.4%[17] - Investment income significantly improved to RMB 595.94 million from a loss of RMB 71.02 million, marking a substantial turnaround[19] - Investment income surged to RMB 529.74 million in Q1 2023, compared to RMB 61.76 million in Q1 2022, indicating a significant increase[25] Cash and Cash Equivalents - The company's cash and cash equivalents amounted to ¥11.67 billion, up from ¥10.03 billion, indicating a growth of about 16.3%[16] - The company's cash and cash equivalents increased to RMB 11.22 billion from RMB 9.43 billion, reflecting a growth of 18.9%[23] - The ending cash and cash equivalents balance for Q1 2023 was RMB 15.31 billion, an increase from RMB 12.51 billion in Q1 2022[22] - Cash and cash equivalents at the end of Q1 2023 reached RMB 15,147,539,816.10, an increase from RMB 11,886,551,106.96 at the end of Q1 2022[28] Other Financial Metrics - The basic earnings per share for the quarter was RMB 0.07, with no change reported[5] - The weighted average return on net assets increased by 0.08 percentage points to 1.22%[5] - Customer deposits amounted to ¥7.76 billion, slightly down from ¥7.96 billion, indicating a decrease of about 2.6%[16] - The company reported a net interest expense of RMB 306.40 million in Q1 2023, up from RMB 256.20 million in Q1 2022, an increase of 19.6%[25] - Other comprehensive income after tax for Q1 2023 was RMB 327.07 million, compared to a loss of RMB 58.82 million in Q1 2022[26]

致:国联证券股份有限公司 北京市嘉源律师事务所 北京市嘉源律师事务所 关于国联证券股份有限公司 向特定对象发行 A 股股票之 补充法律意见书 (三) 西城区复兴门内大街 158 号远洋大厦 4 楼 中国 · 北京 YUAN LAW OFFICES 北京 BEIJING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONG KONG·广州 GUANGZHOU·西安 XI'AN 关于国联证券股份有限公司 向特定对象发行 A 股股票之 补充法律复见书 (三) 嘉源(2023)-01-327 敬启者: 根据发行人与本所签订的《专项法律顾问协议》,本所担任本次发行的专项 法律顾问,并获授权为本次发行出具律师工作报告及法律意见书。本所已于 2023 年 2 月 27 日出具了嘉源 (2023) -01-102 号《律师工作报告》、嘉源(2023) -01-101 号《法律意见书》,于 2023年 1月 29 日出具了嘉源(2023)-01-026 号 《北京市嘉源律师事务所关于国联证券股份有限公司非公开发行 A 股股票之补充 法律意见书(一)》,并于 2023年 3月 30日出具了嘉源(2023)-01-250 ...

7-2-1 7-2-2 7-2-3 7-2-4 | 公 | 涉案 | 涉案 证券 中国政策 亚游诉讼情况 公司 | 质 | 证券公司 案件 是否受到 | 外理 | 是台 顶士 | | --- | --- | --- | --- | --- | --- | --- | | 来 | | | 案件性 | | | 计提 | | | 公司 | | | 行政处罚 | 阶段 | 负债 | | | | 洛娃科技涉嫌信息披露违法违 | | | | | | 格 | | 规,"15 洛娃 01"、"16 洛娃 01" | | | | | | 姓 | 浙商 | 公司债持有人将浙商证券作为 | 信息披 | | 尚未 | | | | | | 露违法 | 否 | | 合 | | | 证券 | 被诉中介机构之一,要求承担 | 违规 | | 开展 | | | 技 | | 连带赔偿责任,金额分别为 | | | | | | | | 9,382.42 万元和 3,141.92 万元。 | | | | | | | | 乐视网涉嫌证券虚假陈述责任 | | | | | | | | 纠纷,上海君盈资产管理合伙 | | | | | | | பு | 企业(有 ...

Financial Performance - Guolian Securities reported a total revenue of RMB 1.2 billion for the fiscal year 2022, representing a year-over-year increase of 15%[2]. - The company’s net profit for 2022 was RMB 300 million, which is a 10% increase compared to the previous year[2]. - Total revenue for 2022 was RMB 3,930,127, a decrease of 7.12% compared to RMB 4,231,270 in 2021[19]. - Pre-tax profit for 2022 was RMB 965,433, down 17.72% from RMB 1,173,365 in 2021[19]. - Net profit attributable to shareholders for 2022 was RMB 767,285, a decline of 13.66% from RMB 888,640 in 2021[19]. - The weighted average return on equity for 2022 was 4.62%, a decrease of 2.65 percentage points from 7.27% in 2021[18]. - Basic earnings per share for 2022 were RMB 0.27, down 25.00% from RMB 0.36 in 2021[19]. - The company achieved total revenue of RMB 3.93 billion, a year-on-year decrease of 7.12%, and net profit attributable to shareholders of RMB 767 million, down 13.66%[29]. - The company's net investment income for 2022 was RMB 1,158.72 million, down 16.86% from RMB 1,393.65 million in 2021[73]. - The total expenditure for the group was RMB 3,010.25 million, a slight decrease of 1.61% compared to the previous year[74]. Client and Market Growth - User data showed an increase in active clients by 20%, reaching a total of 500,000 clients by the end of 2022[2]. - The company had a total of 1.58 million brokerage clients by the end of 2022, representing a growth of 14.30% year-on-year[32]. - The trading volume of stock and fund transactions was RMB 2.42 trillion in 2022, a decrease of 10.96% compared to RMB 2.72 trillion in 2021[32]. - The company plans to enhance its sales team and capabilities in 2023, focusing on online customer acquisition and service improvements[34]. Asset Management and Investment Products - The company reported a significant increase in its asset management business, with assets under management (AUM) growing by 25% to RMB 10 billion[2]. - The company’s self-developed asset management product sales reached RMB 45.67 billion, a significant increase of 122.61% year-on-year[32]. - The total assets under management reached RMB 1,020.48 billion, remaining stable compared to RMB 1,024.12 billion in 2021[51]. - The private equity investment business saw a management scale of RMB 4.778 billion, with five new funds added in 2022, totaling RMB 1.512 billion[54]. - The company has launched a new investment product focused on green energy, aiming to attract environmentally conscious investors[2]. Strategic Plans and Future Outlook - Guolian Securities plans to expand its market presence by opening 10 new branches in key cities across China in 2023[2]. - The company has set a performance guidance for 2023, targeting a revenue growth of 12% and a net profit increase of 8%[2]. - The company aims to transform from a channel-based investment bank to an industry-focused investment bank, enhancing its wealth management services to meet growing client demands[128]. - The company plans to focus on providing comprehensive financial solutions and becoming a leading investment bank in regional and national markets[129]. - The company will shift its development focus from "bridging gaps" to "building strengths," aiming to establish differentiated advantages in specific market segments[130]. Risk Management and Compliance - The company adheres to compliance management and risk management systems, ensuring regulatory requirements are met and enhancing internal risk management capabilities[136]. - The company has established a comprehensive risk management system covering various business types and risks, ensuring risks are measurable, controllable, and bearable[137]. - Credit risk arises from financing activities and is managed through an internal credit rating system, with timely monitoring and adjustments to credit limits based on risk assessments[146]. - Liquidity risk management includes daily position management and periodic liquidity analysis, with established liquidity risk limits based on business scale and market conditions[147]. - Operational risk is mitigated through continuous optimization of internal control mechanisms and regular training to enhance employee risk awareness and compliance[148]. Shareholder and Dividend Information - The company prioritizes cash dividends in its profit distribution policy, ensuring a stable and continuous return to shareholders while considering long-term interests[151]. - The company approved a cash dividend of RMB 1.00 per 10 shares, totaling RMB 283,177,316.80 for the 2021 fiscal year[152]. - For the 2022 fiscal year, the company reported a net profit of RMB 863,982,615.36, with distributable profits amounting to RMB 597,825,550.90 after statutory reserves[153]. - The company has decided not to implement a profit distribution for 2022, pending shareholder approval, due to ongoing stock issuance processes[153]. Legal and Regulatory Compliance - The company has complied with relevant laws and regulations in both mainland China and Hong Kong during the reporting period[174]. - There were no significant penalties or public reprimands against the company during the reporting period[181]. - The company is involved in an ongoing bond dispute with Yihua Enterprises, claiming RMB 22,110,364.14 in principal and interest[181]. - The company has not entered into any significant transactions or contracts with its controlling shareholders during the fiscal year[158]. Employee and Management Information - The total remuneration for the top five highest-paid individuals in 2022 was RMB 2,080,422[166]. - The employee stock ownership plan raised a total of RMB 68.11 million, with 342 participants including senior management and core employees[164]. - The employee stock ownership plan has a lock-up period of 12 months starting from December 23, 2022[165].

Capital Structure and Financial Performance - The registered capital of Guolian Securities remains at CNY 2,831,773,168, unchanged from the previous year[16]. - The net capital increased to CNY 16,359,290,951.82, up from CNY 14,800,608,556.14, representing a growth of approximately 10.5%[16]. - The company has not implemented a profit distribution plan for 2022, considering long-term interests and sustainable development[4]. - The company is actively pursuing a specific stock issuance to enhance its capital structure, which is currently in progress[4]. - The company completed its initial public offering of 47,571.90 million A shares at a price of RMB 4.25 per share, increasing its registered capital to RMB 237,811.90 million[26]. - The company has been approved for the issuance of H shares, totaling 40,240 million shares at a price of HKD 8.00 per share, increasing its registered capital to RMB 190,240 million[25]. - The company's operating revenue for 2022 was ¥2,622,939,104.01, a decrease of 11.59% compared to ¥2,966,631,400.54 in 2021[38]. - The net profit attributable to shareholders for 2022 was ¥767,284,571.89, down 13.66% from ¥888,639,753.44 in 2021[38]. - The basic earnings per share for 2022 was ¥0.27, a decline of 25.00% compared to ¥0.36 in 2021[40]. - The total assets at the end of 2022 amounted to ¥74,381,996,357.05, reflecting a 12.80% increase from ¥65,939,237,816.69 at the end of 2021[38]. - The total liabilities increased by 16.27% to ¥57,621,443,646.32 in 2022 from ¥49,558,169,528.79 in 2021[38]. - The liquidity coverage ratio decreased to 160.06% in 2022 from 219.28% in 2021[41]. Business Operations and Market Presence - The company operates 87 securities business departments across 11 provinces, with 58 located in Jiangsu Province[30]. - The company has established a total of 15 branches as of the end of the reporting period[32]. - The company has branches in major cities including Beijing, Shanghai, and Shenzhen, enhancing its market presence[32]. - The company has a significant presence in the southwestern region with the establishment of the Southwest branch in September 2016[32]. - The total number of clients increased to 1.5838 million, a growth of 14.30% compared to the previous year[64]. - The brokerage and wealth management business generated revenue of 777 million RMB, down 8.35% year-on-year[59]. - The company achieved a market share of 0.49% in stock and fund trading, remaining stable compared to 2021[64]. Risk Management and Compliance - The company emphasizes that its main business is highly correlated with the domestic macroeconomic environment and capital market trends, which poses significant operational risks[6]. - The company is focused on risk management due to potential impacts from economic and financial policy changes[6]. - The company has established a comprehensive risk management system to ensure risks are measurable, controllable, and bearable, aiming for long-term value maximization[150]. - The risk management structure includes a board of directors, senior management, and dedicated risk management departments to oversee and implement risk governance[151]. - Credit risk is managed through an internal credit rating system and timely monitoring of counterparties' credit quality[158]. - The company has developed a liquidity risk management plan, including daily position management and emergency liquidity plans[159]. - The company has implemented a comprehensive compliance monitoring and training system[162]. Investment and Financial Products - The company has qualifications for various financial services, including trading qualifications for the Shanghai Stock Exchange and the Shenzhen Stock Exchange[18]. - The company has qualifications for asset management and investment advisory services, including the Qualified Foreign Institutional Investor (QFII) qualification[20]. - The asset management product sales from self-developed products surged by 122.61% to 45.670 billion RMB[65]. - The company achieved a total underwriting amount of 39.392 billion yuan in 2022, a decrease from 43.138 billion yuan in 2021, representing a decline of approximately 8.1%[74]. - The total scale of assets under management reached 1020.48 billion yuan by the end of 2022, remaining relatively stable compared to 1024.12 billion yuan in 2021[84]. Future Outlook and Strategic Initiatives - The company plans to enhance its sales team and digital transformation efforts in 2023[66]. - The company aims to transform into a leading investment bank focused on providing comprehensive financial solutions, emphasizing customer-centric services[146]. - The company plans to shift its focus from "shortcomings" to "strengths," aiming to establish differentiated advantages in specific market segments[147]. - The company aims to improve its asset management capabilities and digital transformation in 2023, focusing on various investment strategies[86]. - The company is focusing on sustainability initiatives, with a goal to reduce carbon emissions by 30% over the next five years[182]. Management and Governance - The total pre-tax remuneration for the board of directors and senior management during the reporting period amounted to 22.06 million CNY[178]. - The company has appointed new independent directors and supervisors as part of the board restructuring, including Wu Weihua and Li Shuo[190][191]. - The company has maintained a consistent leadership structure with key personnel holding their positions since at least 2015[186]. - The company held a total of 8 board meetings during the year, with 7 conducted via a combination of in-person and communication methods[196]. - The Audit Committee is chaired by Wu Xingyu, with members Zhu Hehua and Gao Wei[197].

Financial Performance - The company reported a total revenue of RMB 1.2 billion for the year ended December 31, 2022, representing a year-on-year increase of 15%[4]. - The net profit attributable to shareholders was RMB 300 million, reflecting a growth of 10% compared to the previous year[4]. - Total revenue for 2022 was RMB 3,930,127 thousand, a decrease of 7.12% compared to RMB 4,231,270 thousand in 2021[26]. - Pre-tax profit for 2022 was RMB 965,433 thousand, down 17.72% from RMB 1,173,365 thousand in 2021[26]. - Net profit attributable to shareholders for 2022 was RMB 767,285 thousand, a decline of 13.66% from RMB 888,640 thousand in 2021[26]. - The company reported net cash generated from operating activities of RMB 1,954,599 thousand in 2022, a significant recovery from a cash outflow of RMB 6,854,689 thousand in 2021[26]. - The company's net capital as of December 31, 2022, was RMB 16.36 billion, an increase of 10.53% from RMB 14.80 billion at the end of 2021[35]. - The weighted average return on equity for 2022 was 4.62%, a decrease of 2.65 percentage points from 7.27% in 2021[25]. - Basic earnings per share for 2022 were RMB 0.27, down 25.00% from RMB 0.36 in 2021[26]. - The total scale of assets managed by securities companies reached RMB 9.76 trillion by the end of 2022, a decrease of 10.29% year-on-year[58]. Market Expansion and Strategy - The company plans to expand its market presence in Southeast Asia, targeting a 25% increase in market share within the next two years[4]. - Future guidance indicates a projected revenue growth of 12% for 2023, with a target revenue of RMB 1.34 billion[4]. - The company is exploring potential mergers and acquisitions to enhance its service offerings and market reach[4]. - The board has approved a new strategy to enhance digital transformation, aiming for a 30% increase in online service usage by the end of 2023[4]. - The company plans to enhance its sales team and digital operations in 2023 to drive growth and improve customer service capabilities[43]. - In 2023, Huaying Securities aims to expand its IPO business and enhance its service capabilities in the Wuxi region[48]. - The company plans to increase its bond project reserves and improve its bond service expertise in 2023[52]. - The company aims to transform from a channel-based investment bank to an industry-focused investment bank, enhancing its wealth management services to meet growing client demands[141]. Operational Efficiency and Cost Management - The company reported a significant improvement in operational efficiency, reducing costs by 8% through streamlined processes[4]. - The total expenditure for the group was RMB 3,010.25 million, a slight decrease of 1.61% compared to the previous year[83]. - Operating expenses (excluding commission and interest expenses) were RMB 1,660.00 million, a decrease of 7.10% year-on-year[97]. - The company's total operating expenses decreased by RMB 126.85 million to RMB 1,660.00 million, a decline of 7.10%[98]. Risk Management - The company adheres to compliance and risk management standards, continuously improving its internal risk management systems to mitigate business risks[149]. - The company has established a comprehensive risk management framework covering various business types and risks, ensuring risks are measurable, controllable, and bearable[150]. - The risk management structure includes a board of directors, senior management, and dedicated risk management departments, ensuring effective oversight and implementation of risk policies[151]. - The company has appointed a Chief Risk Officer responsible for coordinating comprehensive risk management efforts and ensuring compliance with risk management policies[156]. - Daily monitoring of market risk is conducted through calculations of profit and loss, exposure, basis points, duration, and Greek letters, continuously improving VAR and stress testing mechanisms[159]. Shareholder and Dividend Information - In 2022, the company achieved a net profit of RMB 863,982,615.36 after deducting statutory surplus reserves and general risk reserves totaling RMB 266,157,064.46, resulting in a distributable profit of RMB 597,825,550.90[167]. - The company distributed a cash dividend of RMB 1.00 per 10 shares, totaling RMB 283,177,316.80 for the 2021 fiscal year, based on a total share capital of 2,831,773,168 shares as of December 31, 2021[166]. - The cumulative undistributed profit as of the end of 2022 amounted to RMB 2,968,450,213.47, which includes retained earnings from previous years and profits from other equity investments[167]. - The company has not implemented a profit distribution plan for 2022, considering long-term interests and sustainable development[167]. Compliance and Legal Matters - The company has complied with relevant laws and regulations in both mainland China and Hong Kong during the reporting period[188]. - There were no significant penalties or public reprimands against the company during the reporting period[195]. - The company is involved in an ongoing bond dispute with Yihua Enterprises, claiming RMB 22,110,364.14 in principal and interest[195]. - The company has confirmed compliance with the non-competition agreement established with its controlling shareholder, with no violations reported[177]. Employee and Management Information - The total remuneration for the top five highest-paid individuals in 2022 was RMB 2.08 million, including one director[180]. - The company completed the employee stock ownership plan with a total subscription amount of RMB 68.11 million, involving 342 participants[178]. - The employee stock ownership plan acquired 18,260,000 H-shares, accounting for approximately 0.6448% of the company's total share capital, with a total transaction amount of HKD 73.76 million[179].