证券代码： 601375 证券简称： 中原证券 公告编号：2024-015 中原证券股份有限公司第七届董事会 第二十五次会议决议公告 表决结果：同意 9 票，反对 0 票，弃权 0 票。 本议案事先经公司董事会审计委员会预审通过。 具体内容请参阅与本公告同日披露的《中原证券股份有限公司 2024 年第一 季度报告》。 特此公告。 中原证券股份有限公司董事会 2024 年 4 月 27 日 中原证券股份有限公司（以下简称"公司"）董事会及全体董事保证本公告 内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容的真实性、准 确性和完整性承担法律责任。 公司第七届董事会第二十五次会议通知于 2024 年 4 月 19 日以电子邮件等 的形式发出，并于 2024 年 4 月 26 日以现场结合通讯表决方式召开。会议应出席 董事 9 人，实际出席董事 9 人。本次会议的召集、召开及表决程序符合《公司法》 和《公司章程》的规定。本次会议由董事长鲁智礼先生主持，审议并通过了《2024 年第一季度报告》 ...

Financial Performance - Operating revenue for Q1 2024 reached ¥643,976,990.46, an increase of 38.93% compared to the same period last year[5] - Net profit attributable to shareholders was ¥130,790,222.34, reflecting an increase of 85.53% year-on-year[5] - Net profit attributable to shareholders after deducting non-recurring gains and losses was ¥126,639,434.81, up 98.49% from the previous year, mainly due to increased investment income[5] - Basic earnings per share for the quarter were ¥0.03, a 50.00% increase compared to the same period last year[5] - Diluted earnings per share also stood at ¥0.03, marking a 50.00% increase year-on-year[5] - Net profit for Q1 2024 was ¥124,251,624.04, compared to ¥66,192,766.10 in Q1 2023, indicating an increase of about 87.6%[26] - Total comprehensive income for Q1 2024 was ¥126,432,996.92, compared to ¥50,932,502.41 in Q1 2023, indicating a year-over-year increase of approximately 148.5%[32] Cash Flow - The net cash flow from operating activities was ¥752,016,707.44, with significant cash inflow from the recovery of investments in trading financial instruments[5] - The net cash flow from operating activities for Q1 2024 was ¥752,016,707.44, a significant improvement from a net outflow of ¥1,887,075,641.20 in Q1 2023[28] - The total cash inflow from operating activities in Q1 2024 was ¥5,488,737,615.94, compared to ¥3,334,272,374.56 in Q1 2023, marking a 64.5% increase[28] - The cash outflow from operating activities in Q1 2024 was ¥4,736,720,908.50, down from ¥5,221,348,015.76 in Q1 2023, indicating improved cash management[28] - The net cash flow from investing activities for Q1 2024 was -¥16,746,114.43, a decline from a net inflow of ¥1,067,209,310.84 in Q1 2023[34] - The net cash flow from financing activities for Q1 2024 was -¥398,210,473.38, compared to a net inflow of ¥1,224,697,087.48 in Q1 2023, reflecting a decrease in financing activities[34] Assets and Liabilities - Total assets at the end of Q1 2024 were ¥49,034,481,893.72, a decrease of 5.16% from the end of the previous year[13] - The company's total assets decreased to ¥49,034,481,893.72 from ¥51,701,683,772.46, reflecting a decline of about 5.2%[23] - Total liabilities decreased to ¥34,757,549,210.89 from ¥37,551,184,086.55, a reduction of approximately 7.5%[23] - The company's trading financial assets decreased to approximately ¥21.06 billion from ¥24.27 billion, a decline of 13.67%[21] Shareholder Information - Shareholders' equity attributable to the parent company was ¥14,035,734,191.30, reflecting a slight increase of 0.96% year-on-year[13] - The company's customer funds deposits reached ¥9.28 billion, up from ¥8.16 billion, reflecting a growth of 13.68%[21] - The company reported a total of 1,195,156,550 shares held by Hong Kong Central Clearing Limited, accounting for 25.74% of total shares[16] - Henan Investment Group holds 822,983,847 shares, representing 17.73% of the total shares, with additional holdings through subsidiaries[17] - The company has a total of 123,112 A-share shareholders and 123,148 H-share shareholders as of the reporting period[16] - The company has no significant changes in major shareholders due to the transfer of shares or lending activities during the reporting period[17] Investment and Income - Investment income surged to ¥427,807,610.26 in Q1 2024, up from ¥135,768,106.91 in Q1 2023, marking a growth of approximately 214.5%[26] - The net interest income for Q1 2024 was ¥28,467,598.95, down from ¥39,689,917.61 in Q1 2023, representing a decline of about 28.2%[25] - The net commission and fee income was ¥152,861,490.42, compared to ¥175,921,184.98 in Q1 2023, indicating a decrease of approximately 13.1%[26] - The company's long-term equity investments stood at approximately ¥1.45 billion, slightly increasing from ¥1.44 billion[21] - The company’s derivative financial assets increased significantly to ¥89.77 million from ¥27.91 million, marking a growth of 221.73%[21] Tax and Expenses - The company reported a tax expense of ¥7,171,638.01 for Q1 2024, up from ¥4,756,390.81 in Q1 2023, representing an increase of about 50.8%[26] - The company's total equity increased to ¥14,276,932,682.83 from ¥14,150,499,685.91, reflecting a growth of about 0.9%[23]

证券代码： 601375 证券简称： 中原证券 公告编号：2024-016 中原证券股份有限公司第七届监事会 第十七次会议决议公告 中原证券股份有限公司（以下简称"公司"）监事会及全体监事保证本公 告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容的真实性、 准确性和完整性承担法律责任。 公司第七届监事会第十七次会议通知于 2024 年 4 月 19 日以电子邮件等的形 式发出，并于 2024 年 4 月 26 日以现场结合通讯表决方式召开。会议应出席监事 8 人，实际出席监事 8 人。本次会议的召集、召开及表决程序符合《公司法》和 《公司章程》的规定。会议由监事魏志浩先生主持，审议并通过了《2024 年第 一季度报告》 表决结果：同意 8 票，反对 0 票，弃权 0 票。 经审核，监事会认为公司 2024 年第一季度报告的编制和审议程序符合法律、 行政法规、监管部门及《公司章程》的规定，报告内容真实、准确、完整地反映 了公司的实际情况，不存在任何虚假记载、误导性陈述或者重大遗漏。 具体内容请参阅与本公告同日披露的《中原证券股份有限公司 2024 年第一 季度报告》。 特此公告。 中原证券股份有限公 ...

2023 ANNUAL REPORT 年報 中州証券 Central China Securities Co., Ltd. 中州証券 中州証券 Central China Securities Co., Ltd. Central China Securities Co., Ltd. (a joint stock company incorporated in 2002 in Henan Province, the People's Republic of China with limited liability under the Chinese corporate name " 中原證券股份有限公司 " and carrying on business in Hong Kong as " 中州證券 ") Stock Code 股份代號 : 01375 （2002 年於中華人民共和國河南省成立的股份有限公司，中文公司名稱為「中原證券股份有限公司」， 在香港以「中州證券」名義開展業務） Annual Report 2023 年報 中州証 券 Central China Securities Co., Ltd. ...

目錄 | 關於本報告 | 01 | | --- | --- | | 董事長致辭 | 03 | | 走進中州证券 | 05 | | 榮譽 2023 | 08 | | ESG/ 社會責任管理 | 09 | | 專題： | | --- | 大河奔流·貢獻「中原力量」 | 數位潮湧 提升金融服務能力 | | --- | | 齊「投」並進 助力社會共同富裕 | | 同心共力 推動企業高速發展 | 完善公司治理 嚴控合規風險 嚴守商業道德 25 29 32 治理責任 環境責任 社會責任 01 02 03 | 支援雙碳戰略 | 37 | | --- | --- | | 低碳綠色運營 | 40 | 附錄 | 關鍵績效表 | 57 | | --- | --- | | 指標索引 | 62 | | 打造幸福和諧職場 | 45 | | --- | --- | | 創建滿分服務體驗 | 51 | | 勇肩社會責任 | 55 | 13 14 18 關於本報告 報告資料說明 報告中的財務數據來源於本公司經審計的財務報告，其他數據來源於本公司的內部文件及信息統計匯總。除非另有說明， 本報告涉及的貨幣種類及金額均以人民幣為計量單位。本報告內容 ...

Financial Performance - Operating revenue for 2023 was CNY 1,968,016,572.87, representing a 4.62% increase from CNY 1,881,047,259.12 in 2022[51]. - Net profit attributable to shareholders of the parent company for 2023 was CNY 211,601,553.51, a significant increase of 98.54% compared to CNY 106,577,985.92 in 2022[51]. - The net cash flow from operating activities for 2023 was negative CNY 467,298,168.05, a decrease of 123.34% from CNY 2,002,498,853.10 in 2022[51]. - Total assets at the end of 2023 amounted to CNY 51,701,683,772.46, reflecting a 3.03% increase from CNY 50,182,639,547.46 at the end of 2022[52]. - Total liabilities at the end of 2023 were CNY 37,551,184,086.55, which is a 4.38% increase from CNY 35,975,265,974.01 at the end of 2022[52]. - Basic earnings per share for 2023 were CNY 0.05, up 150.00% from CNY 0.02 in 2022[53]. - The weighted average return on net assets for 2023 was 1.53%, an increase of 0.75 percentage points from 0.78% in 2022[53]. - The net capital at the end of the reporting period was CNY 8,651,125,530.23, an increase from CNY 8,107,804,569.34 at the end of the previous year[54]. - The risk coverage ratio improved to 248.71% from 220.96% in the previous year, indicating enhanced risk management[54]. Shareholder Information - The company plans to distribute a cash dividend of RMB 0.14 per 10 shares, totaling approximately RMB 65 million, subject to shareholder approval[6]. - The total share capital of the company as of December 31, 2023, is 4,642,884,700 shares[6]. - The registered capital of Central China Securities Co., Ltd. is CNY 4,642,884,700.00, remaining unchanged from the previous year[17]. - The company does not plan to increase capital through capital reserves or issue bonus shares[6]. - The company does not face any non-operational fund occupation by controlling shareholders or related parties during the reporting period[6]. - There are no violations of decision-making procedures regarding external guarantees during the reporting period[6]. - The company has not encountered any situations where more than half of the directors cannot guarantee the accuracy and completeness of the report[6]. Risk Management - The company emphasizes that its operations are highly dependent on the domestic economy and market conditions, which significantly impact its performance[7]. - The company is exposed to various risks, including market, credit, and operational risks, which could adversely affect its business[8]. - The company has established a comprehensive risk management system to ensure operations are conducted within manageable risk levels[9]. - The company has committed to continuous improvement of its internal control and compliance systems[9]. - The company has implemented new strategies to improve operational efficiency and risk management[32]. - The company has optimized its risk limit indicators and improved the authorization management system for financing businesses during the reporting period[161]. - The company has established a multi-level risk control indicator monitoring and assessment system, including metrics such as scale, concentration, risk limits, and stop-loss[163]. - The company has enhanced its liquidity risk management by strengthening cash flow management and diversifying financing channels[165]. - The company has developed a reputation risk management system to identify, assess, and monitor reputation risks dynamically[168]. Business Operations and Expansion - The company plans to expand its market presence and enhance its technological capabilities in the coming year[16]. - Future guidance indicates a focus on increasing revenue through strategic partnerships and market expansion initiatives[16]. - The company is committed to developing new financial products to meet evolving market demands[16]. - The company is actively pursuing mergers and acquisitions to strengthen its market presence[32]. - The company has established a new branch in Shanghai, which is part of its expansion strategy[32]. - The company operates a total of 76 brokerage offices distributed across 9 provinces, autonomous regions, and municipalities in China, with 66 offices located in Henan Province[37]. - The company has established new offices in Jiangsu and Hainan provinces, expanding its presence in key markets[35]. - The company aims to achieve a revenue growth target of 15% year-over-year through enhanced marketing strategies and customer acquisition efforts[45]. - The company is exploring partnerships and collaborations to drive innovation and growth in the financial services sector[39]. Compliance and Governance - The company has a governance structure that includes a shareholders' meeting, a board of directors, and a supervisory board to ensure effective oversight and decision-making[28]. - The company operates under the regulations of the Company Law and Securities Law, ensuring compliance and governance standards[28]. - The company has implemented a multi-level review mechanism to strictly control compliance risks associated with new products and major decisions[173]. - The company emphasizes the importance of compliance culture and has conducted ongoing training to improve compliance awareness among all employees[173]. - The company has optimized its compliance assessment indicators to effectively integrate compliance supervision and accountability[173]. Investment and Financial Services - The company holds various business qualifications, including securities brokerage, investment consulting, and asset management, approved by the China Securities Regulatory Commission[18]. - Central China Securities has qualifications for IPO underwriting and financial advisory for mergers and acquisitions, enhancing its service offerings[18]. - The company is also qualified for interbank lending and bond trading, expanding its operational capabilities in the financial market[19]. - The company’s subsidiaries possess qualifications for futures brokerage and asset management, diversifying its financial services[19]. - The company has established a comprehensive service system covering research, investment banking, and investment, enhancing operational efficiency[74]. - The company is actively preparing for the establishment of a public fund management company, with formal application documents submitted to the China Securities Regulatory Commission in October 2023[85]. Market Trends and Economic Conditions - The Shanghai Composite Index fell by 3.70% year-on-year, while the Shenzhen Component Index and the ChiNext Index dropped by 13.54% and 19.41%, respectively[77]. - The bond market showed an overall bull market trend in 2023, with the China Bond New Comprehensive Wealth Index rising by 4.68% from the beginning of the period[95]. - The total fundraising from IPOs in the Shanghai and Shenzhen markets was RMB 341.806 billion, a year-on-year decrease of 40.07%[81]. - The securities industry saw a 9.03% year-on-year increase in operating income, totaling RMB 224.507 billion in the first half of 2023[113]. Corporate Social Responsibility - The company organized a donation of books valued at RMB 65,900 to support rural revitalization efforts, involving 579 employees[194].

中原證券股份有限公司 （股份代號：01375） 董事會召開日期 中原證券股份有限公司（「本公司」）之董事（「董事」）會（「董事會」）謹此宣佈， 本公司將於二零二四年四月二十六日（星期五）舉行董事會會議，其中議程包 括審議及批准本公司及其附屬公司截至二零二四年三月三十一日止三個月之 第一季度業績及其刊發。 承董事會命 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產生或 因倚賴該等內容而引致之任何損失承擔任何責任。 Central China Securities Co., Ltd. （2002年於中華人民共和國河南省成立的股份有限公司，中文公司名稱為「中原証券股份有限公司」， 在香港以「中州証券」名義開展業務） 董事長 魯智禮 中國，河南 2024年4月16日 於本公告日期，董事會包括執行董事魯智禮先生；非執行董事李興佳先生、張秋雲女士、 唐進先生及田聖春先生；獨立非執行董事張東明女士、陳志勇先生、曾崧先生及賀俊先生。 ...

FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2024年3月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 中原证劵股份有限公司 (「本公司」) 呈交日期: 2024年4月8日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | H | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 | 01375 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 1,195,365,000 | RMB | | 1 RMB | | 1,195,365,000 | | 增加 / 減少 (-) | | | 0 | | | RMB | | 0 | | 本月底結存 | | | 1,195,365,000 | RMB | | 1 RMB | | 1,195,365,000 | | 2. 股份分類 | 普通股 | ...

[Table_InvestInfo] 投资评级 中性 维持 | --- | |---------------------------| | | | 分析师 : 孙婷 | | Tel:(010)50949926 | | Email:st9998@haitong.com | | 证书 :S0850515040002 | | 联系人 : 肖尧 | | Tel:(021)23185695 | | Email:xy14794@haitong.com | 【事件】中原证券发布 2023 年年度业绩：2023 年公司实现营业收入 19.7 亿元， 同比+4.6%；归母净利润 2.1 亿元，同比+98.5%；对应 EPS0.05 元，ROE1.5%。 第四季度实现营业收入 4.9 亿元，同比+13.3%，环比+13.8%。归母净利润 378 万元，同比-11.4%，环比-90.7%。 自营表现优异，权益资产规模大幅增长。2023 年全年公司投资收益（含公允价 值）8.0 亿元，同比+48.8%，自营资产规模 258 亿元，同比+13.9%，其中权益 资产规模 7 亿元，同比+98.9%；第四季度投资收益（含公允价值）1.5 ...

[Definitions](index=5&type=section&id=第一节%20释义) This section defines key terms and abbreviations used in the annual report, providing a foundational understanding of its content [Definitions of Common Terms](index=5&type=section&id=一、%20释义) This chapter clarifies professional terms and institutional abbreviations, including internal company titles and external regulatory bodies, essential for report comprehension - The report defines internal entities (e.g., Central China Securities, the Group), governance structures (e.g., Board of Directors, Supervisory Board), and external regulators and markets (e.g., CSRC, SSE, HKEX), specifying the reporting period as January 1 to December 31, 2023[33](index=33&type=chunk) [Company Profile and Key Financial Indicators](index=7&type=section&id=第二节%20公司简介和主要财务指标) This section provides an overview of the company's fundamental information, business qualifications, organizational structure, and key financial performance over the past three years [Company Basic Information](index=7&type=section&id=一、%20公司信息) Central China Securities Co., Ltd., listed in Shanghai and Hong Kong, provides essential contact details and information disclosure channels Key Company Information | Item | Information | | :--- | :--- | | **Company Chinese Name** | 中原证券股份有限公司 | | **Company Chinese Abbreviation** | 中原证券 | | **Company English Name** | CENTRAL CHINA SECURITIES CO.,LTD. | | **A-share Stock Code** | 601375 | | **H-share Stock Code** | 01375 | | **Legal Representative** | Lu Zhili | | **Company Website** | https://www.ccnew.com | [Business Qualifications and Organizational Structure](index=7&type=section&id=公司的各单项业务资格情况) The company holds comprehensive securities business licenses and maintains a robust governance structure with extensive domestic and international service networks - The company possesses comprehensive business licenses, including core qualifications for securities brokerage, investment advisory, underwriting and sponsorship, proprietary trading, asset management, margin financing and securities lending, and fund distribution[37](index=37&type=chunk) - The company has established a sound corporate governance structure, including the Shareholders' Meeting, Board of Directors, and Supervisory Board, supported by various specialized committees and functional departments to ensure standardized operations[247](index=247&type=chunk)[222](index=222&type=chunk) - As of the report disclosure date, the company operates **31 branches** and **76 securities brokerage offices**, with **66 offices** located in Henan Province, indicating a wide national network[254](index=254&type=chunk)[225](index=225&type=chunk) [Key Financial Data and Indicators for the Past Three Years](index=17&type=section&id=八、%20近三年主要会计数据和财务指标) In 2023, the company achieved revenue growth and a significant increase in net profit, while maintaining stable risk control indicators despite negative operating cash flow Key Accounting Data (Consolidated Statements) | Item | 2023 (Yuan) | 2022 (Yuan) | YoY Change (%) | | :--- | :--- | :--- | :--- | | **Operating Revenue** | 1,968,016,572.87 | 1,881,047,259.12 | 4.62% | | **Net Profit Attributable to Parent Company Shareholders** | 211,601,553.51 | 106,577,985.92 | 98.54% | | **Net Cash Flow from Operating Activities** | -467,298,168.05 | 2,002,498,853.10 | -123.34% | | **Total Assets** | 51,701,683,772.46 | 50,182,639,547.46 | 3.03% | | **Equity Attributable to Parent Company Shareholders** | 13,902,762,596.08 | 13,757,829,045.04 | 1.05% | Key Financial Indicators (Consolidated Statements) | Item | 2023 | 2022 | Change | | :--- | :--- | :--- | :--- | | **Basic Earnings Per Share (Yuan/share)** | 0.05 | 0.02 | 150.00% | | **Weighted Average Return on Net Assets (%)** | 1.53 | 0.78 | Increased by 0.75 percentage points | Parent Company Key Risk Control Indicators | Item | End of Reporting Period | End of Prior Year | Trend | | :--- | :--- | :--- | :--- | | **Risk Coverage Ratio (%)** | 248.71 | 220.96 | Up | | **Capital Leverage Ratio (%)** | 19.06 | 18.79 | Up | | **Liquidity Coverage Ratio (%)** | 198.96 | 192.85 | Up | | **Net Stable Funding Ratio (%)** | 150.69 | 158.54 | Down | [Management Discussion and Analysis](index=22&type=section&id=第三节%20管理层讨论与分析) This section provides an in-depth review of the company's operational performance, business segment analysis, industry landscape, core competencies, financial results, and future outlook with risk considerations [Overall Business Performance](index=22&type=section&id=一、%20经营情况讨论与分析) In 2023, the company achieved steady operational growth by implementing four key strategies, optimizing subsidiary business structures, and focusing on cost reduction and efficiency improvements - The company aims to become a leading modern investment bank in core business areas and regional markets, pursuing a development path based on "specialization, integration, platformization, and localization"[273](index=273&type=chunk) - The company's core businesses developed steadily: wealth management transformation deepened with a strong start in investment advisory; bond proprietary trading maintained high returns; investment banking facilitated over **18 billion yuan** in equity and debt financing; and asset management scale significantly increased[272](index=272&type=chunk) - The company guided its subsidiaries to focus on their primary responsibilities, with Zhongzhou Lan Hai specializing in STAR Market follow-on investments, Zhongyuan Futures vigorously developing brokerage business, and Zhongzhou International shifting towards light-asset operations[272](index=272&type=chunk) [Analysis of Main Businesses](index=22&type=section&id=(%E4%BA%8C)%20主要业务分析) The company's business segments showed mixed performance, with brokerage revenue declining, investment banking shifting to debt, and asset management and proprietary trading showing growth [Securities Brokerage Business](index=22&type=section&id=1、%20证券经纪业务) Despite market volatility, the company's brokerage business saw client growth and stable app activity, though revenue declined due to reduced market trading volume - Securities brokerage client accounts reached **2.9891 million**, a **13.63% increase** year-over-year[299](index=299&type=chunk) - The company's Caishangbao APP maintained over **one million monthly active users**, ranking **24th** in internet operation indicators among securities firms[276](index=276&type=chunk) - Full-year public fund sales reached **3.342 billion yuan**, a **3.76% increase** year-over-year[299](index=299&type=chunk) [Investment Banking Business](index=24&type=section&id=2、%20投资银行业务) Investment banking faced challenges from tightened IPOs, leading to a decrease in equity underwriting but a significant increase in bond underwriting and distribution Key Investment Banking Performance | Item | 2023 | | :--- | :--- | | **IPO Joint Lead Underwriting Projects** | 1 project | | **Listed Company Refinancing Lead Underwriting Projects** | 3 projects | | **A-share Equity Lead Underwriting Amount** | 1.656 billion yuan | | **Bond Lead Underwriting Amount** | 7.075 billion yuan (41.27% YoY increase) | | **Bond Distribution Amount** | 9.189 billion yuan (83.49% YoY increase) | [Investment Management Business](index=25&type=section&id=3、%20投资管理业务) The investment management segment, including asset management, private equity, and alternative investments, saw increased scale and strategic fund launches - Total asset management scale reached **3.663 billion yuan**, with large-scale money market products accounting for **2.090 billion yuan**[304](index=304&type=chunk) - Subsidiary Zhongding Kaiyuan managed **16 private equity funds** with a total scale of **6.2995 billion yuan**[307](index=307&type=chunk)[333](index=333&type=chunk) - Subsidiary Zhongzhou Lan Hai (alternative investment) had **47 active projects** with a total scale of **2.535 billion yuan**[310](index=310&type=chunk) [Proprietary Trading Business](index=27&type=section&id=4、%20自营交易) The company's proprietary trading business performed steadily in the bond market, maintaining stable returns and actively expanding OTC derivatives - In fixed income investment, the company expanded its investment scale and effectively avoided significant drawdowns by deeply researching interest rate market trends and flexibly adjusting positions[339](index=339&type=chunk) - In equity investment, adhering to a "neutral" strategy, the company successfully mitigated downside risks in the equity market and actively expanded its over-the-counter derivative products business[339](index=339&type=chunk) [Credit Business](index=28&type=section&id=5、%20信用业务) The company's margin financing and securities lending balance increased, while stock pledge repurchase business was actively reduced to control risks Credit Business Balance | Item | End of Reporting Period | Change from Prior Year-End | | :--- | :--- | :--- | | **Margin Financing and Securities Lending Balance** | 7.408 billion yuan | +8.81% | | **Stock Pledge Repurchase Balance** | 1.580 billion yuan | -26.16% | [Futures Business](index=29&type=section&id=6、%20期货业务) The futures business, conducted through Zhongyuan Futures, saw significant growth in institutional clients, daily average margin, trading volume, and turnover - Zhongyuan Futures' average daily client margin reached **2.206 billion yuan**, a **35.14% increase** year-over-year[373](index=373&type=chunk) - Trading volume was **38.4201 million lots**, up **42.36%**; turnover was **3.219273 trillion yuan**, up **8.99%**[373](index=373&type=chunk) [Overseas Business](index=29&type=section&id=7、%20境外业务) Despite a sluggish Hong Kong market, Zhongzhou International's securities client assets and public fund distribution significantly increased, with improved exchange rankings - Zhongzhou International's total client assets under custody for securities business reached **4.296 billion HKD**, a **2.41% increase** year-over-year[349](index=349&type=chunk) - Cumulative subscription amount for public fund distribution business was approximately **882 million HKD**, an increase of approximately **2.72 times** year-over-year[349](index=349&type=chunk) [Industry Conditions and Core Competencies](index=31&type=section&id=二、%20报告期内公司所处行业情况) In 2023, China's capital market reforms shifted focus to investors, intensifying competition, while the company leveraged its regional, integrated platform, and A+H listing advantages - In 2023, capital market reforms shifted focus from financing to investment and trading, emphasizing "activating the capital market and boosting investor confidence"[401](index=401&type=chunk) - The company's core competencies include: 1. Focusing on regional development advantages by deeply cultivating the Henan market; 2. Integrated platform advantages, building an "one client, one Zhongyuan" operating model; 3. A+H dual-listing platform advantages, providing comprehensive capital market services[384](index=384&type=chunk)[406](index=406&type=chunk)[362](index=362&type=chunk) [Financial Analysis of Operating Performance](index=33&type=section&id=五、%20报告期内主要经营情况) Operating revenue increased due to proprietary and futures businesses, while operating costs remained stable; cash flow from operations decreased due to increased trading investments Key Income Statement and Cash Flow Statement Items | Item | Current Period Amount (Yuan) | Prior Year Period Amount (Yuan) | Change (%) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | **Operating Revenue** | 1,968,016,572.87 | 1,881,047,259.12 | 4.62 | Primarily due to increased investment business income in the current period | | **Operating Costs** | 1,758,744,134.17 | 1,765,497,934.13 | -0.38 | Primarily due to decreased business and management fees and credit impairment losses in the current period | | **Net Cash Flow from Operating Activities** | -467,298,168.05 | 2,002,498,853.10 | -123.34 | Primarily due to increased cash outflow from investments in financial instruments in the current period | | **Net Cash Flow from Investing Activities** | 1,891,107,180.96 | -1,451,877,153.18 | Not applicable | Primarily due to increased cash inflow from investment recoveries in the current period | Key Balance Sheet Item Changes | Item | Period-End Amount (Yuan) | Period-Beginning Amount (Yuan) | Change (%) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | **Financial Assets Held for Trading** | 24,271,207,692.01 | 21,614,103,009.80 | 12.29 | Primarily due to increased bond scale at period-end | | **Accounts Receivable** | 421,115,609.11 | 87,679,998.85 | 380.29 | Primarily due to increased receivables from OTC business transactions at period-end | | **Other Debt Investments** | 410,921,462.71 | 2,288,258,640.42 | -82.04 | Primarily due to decreased investment scale in local and corporate bonds at period-end | | **Funds Borrowed** | 3,297,906,994.48 | 1,502,279,361.14 | 119.53 | Primarily due to increased bank borrowings at period-end | [Future Development Outlook and Risk Analysis](index=42&type=section&id=六、%20公司关于公司未来发展的讨论与分析) The company plans to enhance its strategic role in Henan's capital market, focusing on light-asset businesses and improving operational efficiency, while managing identified credit, market, liquidity, and operational risks - The company's future development strategy focuses on strengthening Henan's capital market strategic carrier function, adhering to the "specialization, integration, platformization, and localization" strategies, and pursuing a "differentiated and distinctive" development path centered on clients[433](index=433&type=chunk) - Key operational plans for 2024 include: comprehensively improving operational quality and efficiency, accelerating the implementation of the four major strategies, continuously ensuring organizational support, and strengthening the development of financial culture with Chinese characteristics[451](index=451&type=chunk)[434](index=434&type=chunk)[479](index=479&type=chunk)[452](index=452&type=chunk) - The company identified seven major risks: credit risk, market risk, liquidity risk, reputational risk, operational risk, compliance risk, and information technology risk, with corresponding management and response measures in place[454](index=454&type=chunk) [Corporate Governance](index=51&type=section&id=第四节%20公司治理) This section details the company's governance structure, including board and supervisory board functions, executive compensation, and internal control systems [Overview of Corporate Governance](index=51&type=section&id=一、%20公司治理相关情况说明) As an A+H listed company, the company continuously optimizes its governance structure, ensuring compliance with regulations and maintaining independence across all operations - The company strictly adheres to domestic and international regulations, including the Company Law, Securities Law, and Corporate Governance Code, with no significant discrepancies in its governance practices[529](index=529&type=chunk) - During the reporting period, the company revised its Articles of Association, Board of Directors' Rules of Procedure, and Independent Directors' Work System to adapt to new regulatory requirements and enhance governance[529](index=529&type=chunk) - The company maintains independence from its controlling shareholder in assets, personnel, finance, organization, and business, ensuring no interference in decision-making or operations[529](index=529&type=chunk) [Shareholders' Meeting](index=52&type=section&id=三、%20股东大会情况简介) The company held four shareholders' meetings in 2023, approving key proposals including the annual report, profit distribution, auditor re-appointment, and director elections - A total of **4 shareholders' meetings** were held in 2023, with all proposals approved[532](index=532&type=chunk) - Key proposals included reviewing the 2022 annual report, profit distribution plan, re-appointing auditors, and electing Mr. Lu Zhili as a director of the Seventh Board of Directors[502](index=502&type=chunk)[535](index=535&type=chunk) [Directors, Supervisors, and Senior Management](index=54&type=section&id=四、%20董事、监事和高级管理人员的情况) The report details changes in the board and senior management, including the election of a new chairman, and discloses their tenure, shareholdings, and total remuneration - During the reporting period, Mr. Lu Zhili was elected as the company's Chairman, and Mr. Guan Mingjun resigned as Chairman due to reaching retirement age[576](index=576&type=chunk)[506](index=506&type=chunk) - The total pre-tax remuneration received by all directors, supervisors, and senior management at the end of the reporting period was **13.3243 million yuan**[520](index=520&type=chunk) [Performance of the Board of Directors and Special Committees](index=65&type=section&id=六、%20董事履行职责情况) The Board of Directors held 10 meetings, approving major proposals, while its four specialized committees provided professional support for decision-making - The Board of Directors held **10 meetings** throughout the year, with **5 conducted via communication** and **5 combining in-person and communication methods**[554](index=554&type=chunk) - The Audit Committee held **5 meetings**, reviewing the annual report, internal control evaluation report, and related party transactions[585](index=585&type=chunk)[561](index=561&type=chunk) - The Risk Control Committee held **3 meetings**, deliberating on risk appetite, proprietary business scale, and risk limits[585](index=585&type=chunk)[560](index=560&type=chunk) [Performance of the Supervisory Board](index=70&type=section&id=八、%20监事履行职责情况) The Supervisory Board held five meetings, effectively overseeing company operations, financial status, and the performance of directors and senior management without objection - The Supervisory Board held **5 meetings** throughout the year, approving all proposals and effectively overseeing company operations and internal controls[589](index=589&type=chunk)[565](index=565&type=chunk) - The Supervisory Board had no objections regarding the supervised matters during the reporting period[591](index=591&type=chunk) [Employee Status, Compensation, and Training](index=72&type=section&id=十、%20报告期末母公司和主要子公司的员工情况) The company's workforce of 2,738 employees, primarily with bachelor's degrees or higher, is compensated through a structured policy including performance bonuses and enterprise annuities, supported by diverse training programs Employee Composition | Item | Number of Employees | | :--- | :--- | | **Total Employees** | 2,738 | | **Professional Composition** | | | Brokerage Personnel | 1,786 | | Investment Banking Personnel | 245 | | **Education Level** | | | Master's Degree and Above | 680 | | Bachelor's Degree | 1,899 | - The company's compensation comprises basic salary, allowances, performance bonuses, and benefits, along with an enterprise annuity plan[592](index=592&type=chunk) [Profit Distribution Plan](index=73&type=section&id=十一、%20利润分配或资本公积金转增预案) The board proposed a 2023 profit distribution of **0.14 yuan** per 10 shares (tax inclusive), totaling approximately **65 million yuan**, representing **30.72%** of net profit attributable to parent company shareholders 2023 Profit Distribution Plan | Item | | | :--- | :--- | | **Dividend per 10 Shares (Yuan, tax incl.)** | 0.14 | | **Cash Dividend Amount (Yuan, tax incl.)** | 65,000,385.80 | | **Ratio to Net Profit Attributable to Parent Company Shareholders (%)** | 30.72 | [Internal Control and Subsidiary Management](index=75&type=section&id=十三、%20报告期内的内部控制制度建设及实施情况) The company maintains a comprehensive internal control system and employs a "strategy + operation" model for subsidiary management, ensuring effective risk oversight - The company has established and effectively implemented a comprehensive internal control system, with no significant deficiencies identified[624](index=624&type=chunk)[603](index=603&type=chunk) - The company employs a "strategy + operation" control model for its subsidiaries, with compliance, risk control, and finance departments providing vertical and penetrating management[625](index=625&type=chunk)[606](index=606&type=chunk) - The internal control audit report issued by the company's appointed auditor received a standard unqualified opinion[606](index=606&type=chunk)[627](index=627&type=chunk) [Environmental and Social Responsibility (ESG)](index=81&type=section&id=第五节%20环境与社会责任) This section outlines the company's environmental compliance, social responsibility initiatives, and contributions to rural revitalization efforts [Environmental Information](index=81&type=section&id=一、%20环境信息情况) The company and its subsidiaries are not designated as key polluting entities and incurred no environmental administrative penalties during the reporting period - The company and its subsidiaries are not classified as key polluting entities and received no environmental administrative penalties during the reporting period[685](index=685&type=chunk) [Social Responsibility and Rural Revitalization](index=81&type=section&id=二、%20社会责任工作情况) The company actively fulfills its social responsibilities, publishing a dedicated report and contributing **336.4 thousand yuan** to rural revitalization through product procurement and donations - The company separately disclosed its **"2023 Social Responsibility Report"**[686](index=686&type=chunk) Poverty Alleviation and Rural Revitalization Project Investment | Item | Amount (Million Yuan) | | :--- | :--- | | **Total Investment** | 0.3364 | | Of which: Funds | 0.2705 | | Value of Materials | 0.0659 | [Significant Matters](index=83&type=section&id=第六节%20重要事项) This section covers the company's fulfillment of commitments, major litigation, regulatory penalties, significant related-party transactions, guarantees, and changes in fundraising plans [Fulfillment of Commitments](index=83&type=section&id=一、承诺事项履行情况) The company and its controlling shareholder consistently fulfilled long-term commitments, including avoiding horizontal competition and other refinancing-related pledges - The company and its controlling shareholder, Henan Investment Group, promptly and strictly fulfilled their long-term commitments to avoid horizontal competition[46](index=46&type=chunk) [Major Litigation and Arbitration](index=85&type=section&id=九、%20重大诉讼、仲裁事项) The company was involved in several major stock pledge repurchase disputes, actively pursuing recovery and making progress in certain cases - The company was involved in multiple stock pledge repurchase contract disputes with significant amounts, including counterparties such as Shenwu Technology, Xingguang Holdings, and Kedi Group[54](index=54&type=chunk) - Progress was made in the Kedi Group stock pledge default case, with the company receiving **8.4706 million yuan** in cash repayment for priority claims and obtaining **27,105,906 shares** in 2023[58](index=58&type=chunk) - In the contract dispute between Zhongzhou Lan Hai and Zhongyi Real Estate, the company obtained the right to dispose of **51 properties** in November 2023 and has applied for appraisal and auction[84](index=84&type=chunk) [Penalties and Rectifications](index=90&type=section&id=十、%20上市公司及其董事、监事、高级管理人员、控股股东、实际控制人涉嫌违法违规、受到处罚及整改情况) The company and its subsidiary Zhongyuan Futures received regulatory rectification orders for issues in research reports and private asset management, completing rectifications, though further structural issues were noted in early 2024 - In May 2023, the company received a rectification order from the Henan Securities Regulatory Bureau for deficiencies in its securities research report business system and review mechanisms, which has since been rectified[85](index=85&type=chunk) - Subsidiary Zhongyuan Futures received two rectification orders from the Henan Securities Regulatory Bureau in July and October 2023 for non-standard private asset management operations and internal control deficiencies, both of which have been rectified[681](index=681&type=chunk) - In February 2024, the company again received a rectification order from the Henan Securities Regulatory Bureau for incomplete organizational structure rectification and has submitted a rectification report[727](index=727&type=chunk) [Significant Related-Party Transactions](index=90&type=section&id=十二、%20重大关联交易) The company increased its stake in subsidiary Zhongyuan Futures from **51.357% to 92.29%** through an acquisition, strengthening control over its futures business - The company acquired Zhongyuan Futures equity held by Henan Tiejiantou for **226 million yuan**, increasing its stake from **51.357% to 92.29%** upon completion in October 2023[88](index=88&type=chunk) [Major Contracts and Guarantees](index=92&type=section&id=十三、%20重大合同及其履行情况) As of the reporting period end, the company's total external guarantees amounted to **623.2776 million yuan**, primarily for subsidiary Zhongzhou International's overseas bond issuance Guarantee Status | Item | Amount (Yuan) | | :--- | :--- | | **Total Guarantee Balance for Subsidiaries at Period-End** | 623,277,600 | | **Ratio of Total Guarantees to Company Net Assets (%)** | 4.48 | [Use of Raised Funds](index=93&type=section&id=十四、%20募集资金使用进展说明) In 2023, the company decided to terminate its private placement of A-shares, with the Shanghai Stock Exchange concluding its review in August - The company decided in July 2023 to terminate its private placement of A-shares and applied to the Shanghai Stock Exchange to withdraw relevant documents[93](index=93&type=chunk) - On August 2, 2023, the Shanghai Stock Exchange officially decided to terminate the review of the company's private placement of shares[68](index=68&type=chunk) [Share Changes and Shareholder Information](index=94&type=section&id=第七节%20股份变动及股东情况) This section details the company's stable share capital, recent bond issuances, and shareholder structure, including major holders and ultimate control [Share Changes](index=94&type=section&id=(%E4%B8%80)%20股份变动情况表) During the reporting period, the company's total share capital and equity structure remained unchanged at **4,642,884,700 shares** - During the reporting period, the company's total share capital and equity structure remained unchanged[94](index=94&type=chunk) [Securities Issuance Information](index=94&type=section&id=(%E4%B8%80)%E6%88%AA%E8%87%B3%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E8%AF%81%E5%88%B8%E5%8F%91%E8%A1%8C%E6%83%85%E5%86%B5) In 2023, the company successfully issued three bonds, raising **2.5 billion yuan** to supplement working capital and optimize debt structure Securities Issuance Details | Bond Name | Issuance Amount (Billion Yuan) | Interest Rate (%) | Term | | :--- | :--- | :--- | :--- | | **23 Zhongyuan 01** | 10 | 3.68 | 3 years | | **23 Zhongyuan 02** | 10 | 2.61 | 368 days | | **23 Zhongyuan C1** | 5 | 3.70 | 3 years | [Shareholder Information](index=95&type=section&id=(%E4%B8%80)%20股东总数) As of the reporting period end, the company had **127,202** common shareholders, with stable ownership dominated by institutional investors and state-owned entities - As of the end of the reporting period, the company had **127,202 common shareholders**, including **127,167 A-share shareholders** and **35 H-share registered shareholders**[710](index=710&type=chunk) - Controlling shareholder Henan Investment Group Co., Ltd. held a total of **22.05%** of the company's shares through direct and indirect means[72](index=72&type=chunk) - The company's ultimate controlling party is the **Henan Provincial Department of Finance**[178](index=178&type=chunk)[201](index=201&type=chunk) [Preferred Share Information](index=100&type=section&id=第八节%20优先股相关情况) This section confirms that the company had no preferred shares during the reporting period [Preferred Share Status](index=100&type=section&id=第八节%20优先股相关情况) The company had no preferred shares during the reporting period - Not applicable, the company had no preferred shares during the reporting period[180](index=180&type=chunk) [Bond Information](index=101&type=section&id=第九节%20债券相关情况) This section provides an overview of the company's outstanding bonds, their issuance details, and the company's robust debt repayment capabilities [Overview of Outstanding Bonds](index=101&type=section&id=1.%20公司债券基本情况) The company has multiple outstanding corporate and subordinated bonds listed on the Shanghai Stock Exchange, issued to professional investors with varying terms and interest rates - The company has multiple outstanding corporate and subordinated bonds, including "21 Zhongyuan 01", "22 Zhongyuan 01", and "23 Zhongyuan 01", all traded on the Shanghai Stock Exchange[182](index=182&type=chunk)[185](index=185&type=chunk)[188](index=188&type=chunk) [Use of Raised Funds and Debt Repayment Capability](index=104&type=section&id=4.%20报告期末募集资金使用情况) All bond proceeds were used as committed, the company maintained an AAA credit rating, and all debts were serviced on time, demonstrating stable repayment capacity - All proceeds from bonds issued during the reporting period were used as committed in the offering circulars, with no instances of misuse[193](index=193&type=chunk)[195](index=195&type=chunk) - The company's corporate credit rating remained **AAA** with a stable outlook; all maturing and interest-bearing bonds were repaid or paid in full and on time during the reporting period[111](index=111&type=chunk)[162](index=162&type=chunk) Key Debt Repayment Indicators | Item | 2023 | 2022 | Trend | | :--- | :--- | :--- | :--- | | **Asset-Liability Ratio (%)** | 64.77 | 62.94 | Up | | **Interest Coverage Ratio** | 1.32 | 1.17 | Improved | | **EBITDA Interest Coverage Ratio** | 1.49 | 1.31 | Improved | [Financial Report](index=110&type=section&id=第十节%20财务报告) This section presents the company's audited financial statements, including the auditor's opinion, key audit matters, and consolidated financial performance [Audit Report](index=110&type=section&id=一、%20审计意见) Dahua Certified Public Accountants (Special General Partnership) issued a standard unqualified audit opinion on the company's 2023 financial statements, highlighting key audit matters related to financial asset impairment and fair value assessment - The auditing firm, Dahua Certified Public Accountants (Special General Partnership), issued a **standard unqualified audit opinion**[122](index=122&type=chunk)[149](index=149&type=chunk) - Key Audit Matter One: Determination of impairment provisions for funds lent, financial assets purchased under resale agreements, debt investments, and other debt investments; auditors deemed management's relevant judgments and assumptions reasonable[125](index=125&type=chunk)[152](index=152&type=chunk)[154](index=154&type=chunk) - Key Audit Matter Two: Valuation of financial instruments at fair value; auditors deemed management's judgments and assumptions regarding the fair value assessment of financial assets held for trading, other debt investments, and financial liabilities held for trading reasonable[172](index=172&type=chunk)[157](index=157&type=chunk)[159](index=159&type=chunk) [Consolidated Financial Statements](index=118&type=section&id=合并财务报表) As of year-end 2023, the company's consolidated total assets were **51.702 billion yuan**, with total liabilities of **37.551 billion yuan**, and net profit attributable to parent company shareholders of **212 million yuan** Key Consolidated Balance Sheet Items (2023-12-31) | Item | Amount (Yuan) | | :--- | :--- | | **Total Assets** | 51,701,683,772.46 | | Financial Assets Held for Trading | 24,271,207,692.01 | | Funds Lent | 7,604,853,831.45 | | **Total Liabilities** | 37,551,184,086.55 | | Client Funds for Securities Trading | 11,538,050,603.00 | | Financial Assets Sold Under Repurchase Agreements | 10,602,387,479.57 | | **Total Equity Attributable to Parent Company Shareholders** | 13,902,762,596.08 | Key Consolidated Income Statement Items (2023 Annual) | Item | Amount (Yuan) | | :--- | :--- | | **Total Operating Revenue** | 1,968,016,572.87 | | Net Interest Income | 126,068,459.51 | | Net Fee and Commission Income | 745,988,329.71 | | Investment Income | 873,177,476.72 | | Gains/Losses from Changes in Fair Value | -96,656,528.14 | | **Total Operating Expenses** | 1,758,744,134.17 | | **Total Profit** | 212,248,563.49 | | **Net Profit Attributable to Parent Company Owners** | 211,601,553.51 | [Securities Company Information Disclosure](index=255&type=section&id=第十一节%20证券公司信息披露) This section details the company's significant administrative licensing matters, including branch relocations and cancellations, and notes the absence of regulatory classification disclosure [Administrative Licenses and Regulatory Classification](index=255&type=section&id=一、%20公司重大行政许可事项的相关情况) During the reporting period, the company completed the relocation of 5 branches and 6 brokerage offices, and the cancellation of 2 offices - During the reporting period, the company completed the relocation of **5 branches**, **6 brokerage offices**, the cancellation of **2 offices**, and the renaming of **1 institution**[1674](index=1674&type=chunk)