二〇二三年九月 国联证券股份有限公司 向特定对象发行 A 股股票募集说明书 | 股票简称：国联证券 | （A | 股） | 股票代码：601456.SH（A | 股） | | --- | --- | --- | --- | --- | | 股票简称：国联证券（H | | 股） | 股票代码：01456.HK（H | 股） | 国联证券股份有限公司 Guolian Securities Co., Ltd. （江苏省无锡市金融一街 8 号） 向特定对象发行 A 股股票 募集说明书 （申报稿） 保荐机构（主承销商） 声 明 本公司及全体董事、监事、高级管理人员承诺本募集说明书内容真实、准确、 完整，不存在虚假记载、误导性陈述或重大遗漏，按照诚信原则履行承诺，并承 担相应的法律责任。 本公司负责人、主管会计工作负责人及会计机构负责人（会计主管人员）保 证募集说明书中财务会计资料真实、完整。 中国证监会、交易所对本次发行所作的任何决定或意见，均不表明其对申请 文件及所披露信息的真实性、准确性、完整性作出保证，也不表明其对发行人的 盈利能力、投资价值或者对投资者的收益作出实质性判断或保证。任何与之相反 的声明均属虚假不实 ...

中信建投证券股份有限公司 关于 国联证券股份有限公司 向特定对象发行 A 股股票 之 发行保荐书 保荐人 二〇二三年九月 保荐人出具的证券发行保荐书 保荐人及保荐代表人声明 中信建投证券股份有限公司及本项目保荐代表人杨成、陈陆根据《中华人民 共和国公司法》《中华人民共和国证券法》等有关法律、法规和中国证监会的有 关规定以及上海证券交易所的有关业务规则，诚实守信，勤勉尽责，严格按照依 法制订的业务规则、行业执业规范和道德准则出具本发行保荐书，并保证发行保 荐书的真实性、准确性和完整性。 3-1-1 | 释 | 义 3 | | --- | --- | | 第一节 | 本次证券发行基本情况 4 | | | 一、本次证券发行具体负责推荐的保荐代表人 4 | | | 二、本次证券发行项目协办人及项目组其他成员 4 | | | 三、发行人基本情况 6 | | | 四、保荐人与发行人关联关系的说明 12 | | | 五、保荐人内部审核程序和内核意见 12 | | | 六、保荐人对私募投资基金备案情况的核查 14 | | 第二节 | 保荐人承诺事项 15 | | 第三节 | 关于有偿聘请第三方机构和个人等相关行为的核查 16 ...

证券代码：601456 证券简称：国联证券 公告编号：2023-044 号 国联证券股份有限公司 关于向特定对象发行 A 股股票募集说明书等申请文件 财务数据更新的提示性公告 本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。 1 国联证券股份有限公司（以下简称"公司"）分别于 2023 年 3 月 3 日、2023 年 4 月 1 日和 2023 年 6 月 17 日在上海证券交易所（以下简称"上交所"）网站 （http://www.sse.com.cn）披露了《国联证券股份有限公司向特定对象发行证 券募集说明书（申报稿）》等相关文件。 根据中国证券监督管理委员会（以下简称"中国证监会"）《监管规则适用指 引——发行类第 3 号》的要求，公司需在公告 2023 年半年度报告后，报送更新 后的募集说明书等申报材料。公司按照相关要求会同相关中介机构对募集说明书 等申请文件的财务数据及其他变动事项更新至 2023 年半年度，具体内容详见公 司同日在上交所网站（http://www.sse.com.cn）披露的《国联证券股份有限公 司向 ...

中信建投证券股份有限公司 关于 国联证券股份有限公司 向特定对象发行 A 股股票 之 上市保荐书 保荐人 二〇二三年九月 保荐人出具的上市保荐书 保荐人及保荐代表人声明 中信建投证券股份有限公司及本项目保荐代表人杨成、陈陆已根据《中华人 民共和国公司法》《中华人民共和国证券法》等法律法规和中国证监会及上海证 券交易所的有关规定，诚实守信，勤勉尽责，严格按照依法制定的业务规则和行 业自律规范出具上市保荐书，并保证所出具文件真实、准确、完整。 3-2-1 | | | | 释 义 3 | | --- | | 一、发行人基本情况 4 | | 二、发行人本次发行情况 14 | | 三、本次证券发行上市的保荐代表人、协办人及项目组其他成员情况、联系地址、 | | 电话和其他通讯方式 17 | | 四、关于保荐人是否存在可能影响公正履行保荐职责情形的说明 19 | | 五、保荐人按照有关规定应当承诺的事项 20 | | 六、保荐人关于发行人是否已就本次证券发行上市履行了《公司法》《证券法》 | | 和中国证监会及上海证券交易所规定的决策程序的说明 21 | | 七、保荐人关于发行人是否符合国家产业政策所作出的专业判断以及相 ...

| 索 | 引 | 号 | bm56000001/2023-00010239 分 | | 类 | | --- | --- | --- | --- | --- | --- | | | 发布机构 | | 发文日期 | | | | 名 | | 称 | 关于核准国联证券股份有限公司设立资产管理子公司的批复 | | | | 文 | | 号 | 证监许可〔2023〕2102号 主 | 题 | 词 | 关于核准国联证券股份有限公司设立资产管理子公司的批复 国联证券股份有限公司： 《国联证券股份有限公司关于设立国联证券资产管理有限公司的请示》 (国联证发〔2022〕251号）及相关文件收悉。根据《中华人民共和国证券法》 《中华人民共和国公司法》《证券公司监督管理条例》《证券公司股权管理规 定》(证监会令第183号)、《证券公司业务范围审批暂行规定》(证监会公告 〔2008〕42号，经证监会公告〔2020〕66号修改)、《证券公司设立子公司试 行规定》(证监会公告〔2012〕27号)等有关规定，经审核，现批复如下: 三、你公司应当按照《中华人民共和国证券法》《中华人民共和国公司 法》《证券公司监督管理条例》等法律、法规和有关规 ...

证券代码：601456 证券简称：国联证券 公告编号：2023-043 号 国联证券股份有限公司 关于设立资产管理子公司获中国证监会核准的公告 本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。 2022 年 6 月 10 日，国联证券股份有限公司（以下简称"公司"）召开 2021 年度股东大会，审议通过《关于设立资产管理子公司的议案》，同意公司出资人 民币 10 亿元设立全资资产管理子公司。 近日，中国证券监督管理委员会（以下简称"中国证监会"）于网站披露了 《关于核准国联证券股份有限公司设立资产管理子公司的批复》（证监许可 ﹝2023﹞2102 号，以下简称"批复"）。根据该批复，中国证监会核准公司通过 设立国联证券资产管理有限公司（以下简称"国联资管"）从事证券资产管理业 务，国联资管注册地为山东省青岛市，注册资本为人民币 10 亿元，由公司现金 出资，业务范围为证券资产管理业务。同时，中国证监会核准公司减少证券资产 管理业务。 2023 年 9 月 8 日 公司将严格按照有关规定及批复要求办理国联资管设立相关事宜，并及时履 ...

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]

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: 2023年8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: 國聯證券股份有限公司 呈交日期: 2023年9月5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 | 01456 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 442,640,000 | RMB | | 1 RMB | | 442,640,000 | | 增加 / 減少 (-) | | | | | | RMB | | | | 本月底結存 | | | 442,640,000 | RMB | | 1 RMB | | 442,640,000 | | 2. 股份分類 | 普通股 | 股份類別 | A | | 於香港聯交所上市 (註1) ...

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].