案例 2019 04-26-600837.SH 600837海通证券非公开发行A股股票预案（修订稿）.Zh CN.en

Stock name: Hai Tong Securities ( A share) Stock code: 600837.
SH ( A share)
Stock name: Hai Tong Securities ( H share) Stock code: 6837.HK ( H share)
Haitong Securities Co., Ltd. non-public
offering A Shares plan (revised version)
Twenty Siyue 2019
1
Issuer Statement
1 The company and its directors to ensure that the plan is true, accurate, complete, and confirmed does not exist
In the false records, misleading statements or material omissions.
2 After the non-public offering is completed, changes in company operations and profits, the company responsible.
Because of this non-public offering of stock investment risks arising responsible for the individual investor.
3 This plan is the company's board of directors explained this non-public offering of shares, any exact opposite of sound
Ming are false statements.
4 Investors If you have any doubt, you should consult your stockbroker, solicitor, accountant or other
Professional advisers.
5 This plan does not mean that the matter of approving authority for this non-public offering of shares related matters
Substantial judgment, confirmation, approval or approval. Health plan described in this non-public offering of shares related matters
Efficiency and still need to complete the shareholders' meeting and obtain approval or approval of the relevant approving authority.
2
Special Note
1 , This non-public offering A Shares (revised version) has been thirty-sixth session of the Board of Directors
Seven meeting examined and adopted. According to the provisions of relevant laws and regulations, this issue still needs shareholder approval
And before implementation after approval by the China Securities Regulatory Commission.
2 , Issued an object of this non-public offering of shares to existing shareholders Shanghai Guosheng Group, Shanghai Hai
Smoke investment, Guangming Group, Shanghai Electric Group and the China Securities Regulatory Commission in line with the provisions of the securities in
Companies, securities companies, trust investment companies, financial companies, insurance institutional investors and qualified foreign institutional investme
An investor ( QFII) And other domestic institutional investors, such as no more than a natural person 10 Specific object; securities investment
Fund management company for its management 2 More than just fund subscribed, issued as a subject; public trust and investment
Division, as the issue of the object, only its own funds to subscribe.
In addition to the Shanghai Guosheng Group, Shanghai Haiyan investment, Guangming Group, Shanghai Electric Group, other Final Offer
After the row object will get the approval issued approval on this issue in the company, according to "non-public offering of shares of listed companies
Ticket Rules "provisions and case issued an object subscription offer, in accordance with the principle of price priority, market consultation
Way to determine the price.
All objects are issuing cash to subscribe for the non-public offering of A Shares.
Objects on the issue of qualification of shareholders and the corresponding audit procedures otherwise provided for by regulatory authorities, such provi
3 This non-public offering A The number of shares does not exceed 1,618,426,236 Shares (including), to raise funds
Not exceeding a total 200 Billion (including). Among them, Shanghai Guosheng Group intends to subscribe for the amount of 100 Billion; Shanghai Hai
Smoke investment intends to subscribe for an amount not exceeding 30 Billion (including), the proportion of shares held after the subscription of less than 5% ;L
Ming Group intends to subscribe for not less than the amount 8 Billion (including) and not more than 10 Billion (including), holding company Subscription
Lower than the proportion of shares 5% ; Shanghai Electric Group intends to subscribe for not less than the amount 10 Billion.
If the stock of this issue to the Board of Directors resolution between the date of issue of bonus shares, capital reserve into shares occurred
This ex-dividend and other matters, this issue number will be adjusted accordingly.
The non-public offering A The final number of shares issued by the General Meeting of Shareholders authorize the Board of Directors and
Board of Directors authorized person and the sponsor (the lead underwriter) in accordance with the maximum number of China Securities Regulatory Commiss
Price negotiation. The non-public offering A Shares approved by China Securities Regulatory Commission approval and the company based on secondary mar
3
After the field is determined by the date of issue, Shanghai Guosheng Group, Shanghai Haiyan investment, Guangming Group, Shanghai Electric Group
Will respectively determine the final number of shares subscribed based on the issue price, as well as investment demand and consultations companies.
4 The first day, this non-public offering of stock pricing benchmark based non-public offering of shares on issue.
The issue price of not less than the non-public offering before the pricing benchmark 20 Trading days (excluding pricing benchmark)
the company A Average trading price of the shares 90% Before the end of the latest issue of ownership of the company audited the parent company shares
The higher of net asset value per share of the East.
Before the pricing benchmark 20 Stock trading days before the pricing benchmark average trading price = 20 Stock exchange trading days
Total / before the pricing benchmark 20 The total stock exchange trading days. If the 20 Due to take place within days ex,
Matters arising out of the case ex-dividend adjusted share price, the transaction price of the trading day before the adjustment after pressing the corresponding
Prices after the interest rate adjustment.
If the company issued in the latest issue before the end of the audited financial statements of the balance sheet date to the issuing day
The occurrence of dividend, bonus issue, rights issue, capitalizing from reserves ex-dividend issues, the aforementioned net assets per share
The output value will be adjusted accordingly.
The final issue price of this non-public offering of the China Securities Regulatory Commission approved this non-public offering
After approval, the Board of Directors authorized by the general meeting of shareholders and the Board of Directors authorized persons in accordance with rele
Fixed, and the sponsor (the lead underwriter) According to the case issued an object subscription offer, following the principle of price priority
Consultation. Shanghai Guosheng Group, Guangming Group, Shanghai Haiyan investment, Shanghai Electric Group is not involved in this
Non-public offering market pricing inquiry process, but we promised to accept the results of the market inquiry and the issue with other objects
The same subscription price.
5 Total, this non-public offering to raise funds not exceeding 200 Billion (including), net of issuance costs proposed
All used to increase the company capital to supplement working capital, optimizing the balance sheet structure, improve the company's financial services
Service industry chain, serving the real economy. The funds raised mainly for the following aspects:
No. Investment projects Proposed investment
1 Development of capital intermediary business, to further enhance the financial service capabilities Does not exceed 60 One hundred million yuan
2 expand FICC Investment scale, optimize the structure of assets and liabilities Does not exceed 100 One hundred million yuan
3 Increase investment in building information systems, to enhance the company's overall level of information Does not exceed 15 One hundred million yuan
4 Investment banking increased capital investment, to further promote the development of investment banking Does not exceed 20 One hundred million yuan
5 Additional working capital Does not exceed 5 One hundred million yuan
4
total Does not exceed 200 One hundred million yuan
6 , More dispersed shareholding structure, there was no controlling shareholder before and after this issue and the actual controller, this
The issue will not lead to a change in corporate control.
7 This issue of shares before the company's non-public accumulated retained earnings, this non-public offering of stock
Old and new shareholders after the completion of the share.
8 The company according to China Securities Regulatory Commission "pass on the further implementation of the listed company's cash dividend related
Knowledge "(ZJF [ 2012] 37 Number), "Guidance on Listed Company Supervision 3 number - Cash dividends of listed companies. "
The relevant requirements, and further improve the profit distribution policy, the relevant circumstances detailed in the plan "V profits
Distribution policy and implementation. "
9 According to the provisions of relevant laws and regulations, this non-public offering of shares related issues still need to get the company
General Meeting of shareholders and China Securities Regulatory Commission for approval.
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table of Contents
table of Contents .................................................. .................................................. .......................................... 6
DEFINITIONS .................................................. .................................................. .......................................... 8
Section The non-public offering A Shares program outline .................................................. .............................. 9
First, the basic situation of the issuer .................................................. .................................................. ........... 9
Second, the non-public offering of the background and purpose .................................................. ..................................... 9
Third, the issue object relationship with the Company .................................................. ........................................... 10
Fourth, this non-public offering plan outlined .................................................. ........................................... 11
Fifth, to raise funds and invest in the number of .................................................. .................................................. . 13
Sixth, this issue constitutes a connected transaction .................................................. ....................................... 14
Seven, this issue is causing a change in corporate control .................................................. ................... 14
Eight, this issue has been made in the case of programs approved by the relevant authorities as well as reporting procedures still need approval ......... 14
Section II Share Subscription Agreement and the basic situation of conditional release objects into effect .................................................. . 15
First, the basic situation of the subject issued .................................................. .................................................. . 15
Summary Second Share Subscription Agreement, which entered into force conditional .................................................. ................... twenty three
Section III The Board of Directors to raise funds on the feasibility analysis used .................................................. ............. 29
First, the non-public offering to raise funds plan .................................................. ........................... 29
Second, the necessity of this non-public offering .................................................. ........................................... 31
Third, the non-public offering of feasibility .................................................. ........................................... 34
Section IV Board discussion and analysis on the impact of this issue of the company's .................................................. ......... 36
A change in the situation, the company plans to integrate the business and assets after the release, and the company's shareholder structure
adjustment of the Articles of Association, senior management structure, business structure .................................................. ....................................... 36
Second, the changes after the release of the company's financial condition, profitability and cash flow ................................. 36
Third, after the release of the business relationship between the company and the controlling shareholder and its associates, relationship
management, related party transactions and intra-industry competition and other changes .................................................. .................................................. ............. 37
Fourth, after completion of this offering, the company whether there is a case of funds, assets case occupied the controlling shareholder and its
associates, or listed companies to provide guarantees for the controlling shareholder and its associates .................................................. ........... 37
Fifth, the listed company debt structure is reasonable, whether there has been an increase liabilities (including contingent liabilities) by the issuance of
a large number, if there is debt ratio is too low, the cost of unreasonable financial situation ............................................. 37
Section V Profit distribution policy and implementation ............................................ .................................................. . 38
First, the company's profit distribution policy .................................................. .................................................. ..... 38
Second, the last three years of profit distribution .................................................. ........................................... 39
Third, the company's undistributed profits to use arrangements .................................................. ....................................... 40
6
Section VI The development of non-public row row A Shares diluted immediate return of risk and prompt measures to fill .................................. 42
First, after the completion of this offering, the Company's change in earnings per share .................................................. ........... 42
Second, the relationship and the company raised capital investment projects with the company's existing business in the reserve of equity investment
projects in terms of personnel, technology, market, etc. .................................................. .................................................. ..... 44
Third, this non-public offering of shares diluted immediate return of risk warning .................................................. ....... 45
Fourth, to fill the company intends to take immediate concrete measures to be diluted in return .................................................. ....... 46
Commitment Five, directors, senior managers and controlling shareholders .................................................. ........... 47
Section VII Risks associated with non-public offering of shares issued .................................................. ......................... 49
First, the macroeconomic and capital market volatility risk of decline in operating results ............................................. 49
Second, industry competition risk .................................................. .................................................. ............. 49
Third, the policy of legal risks .................................................. .................................................. ............. 49
Fourth, the business risk .................................................. .................................................. ............. 50
Fifth, financial risk .................................................. .................................................. ..................... 52
Sixth, the information technology risk .................................................. .................................................. ............. 52
Seven, non-public stock issuance examination and approval of risk .................................................. ............................... 53
Eight, the spot return dilution risk .................................................. .................................................. ..... 53
Section VIII Other matters necessary disclosures ............................................ .................................................. ..... 54
7
DEFINITIONS
This plan, unless the context otherwise requires, the following abbreviations or names have the following meanings:
Issuers, Haitong Securities Company,

Finger Haitong Securities Co., Ltd.
the Company
Shanghai Guosheng Group Finger Shanghai Guosheng (Group) Co., Ltd.
Shanghai Haiyan investment Finger Shanghai Haiyan Investment Management Co., Ltd.
Guangming Group Finger Bright Food (Group) Co., Ltd.
Shanghai Electric Group Finger Shanghai Electric (Group) Corporation
The issue, this non-public offering

Finger Haitong Securities in a non-public offering issuance to specific objects. A Shares
And fund-raising behavior
The Board of Directors Finger Haitong Securities Co., Ltd. thirty-seventh meeting of the sixth board of directors
The plan Finger Haitong Securities Co., Ltd. non-public offering A Shares plan (revised
draft)
Pricing reference date Finger The non-public offering A Shares of the issuance of the first day
China Securities Regulatory Commission Finger China Securities Regulatory Commission
Shanghai Securities Regulatory Bureau Finger China Securities Regulatory Commission Shanghai Bureau
"Company Law" Finger "People's Republic of China Company Law"
"Securities Law" Finger "Securities Law of People's Republic of China."
"Management Measures" Finger "Measures for the Administration issued securities of listed companies"
"Implementing Regulations" Finger "Non-public offering of shares of listed companies Implementation Rules"
"company policy" Finger "Haitong Securities Co., Ltd. Articles"
yuan Finger Yuan
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Section The non-public offering A Shares program outline
First, the basic situation of the issuer
Chinese name: Haitong Securities Co., Ltd.
English name: HAITONG SECURITIES CO., LTD.
Registered capital: 1,150,170 Ten thousand yuan
Legal representative: Zhou Jie
Registered Address: Guangdong Road, Shanghai 689 number
Stock Listing: Shanghai Stock Exchange, The Stock Exchange of Hong Kong Limited
Stock name: Hai Tong Securities ( A share, H share)
Stock code: 600837.SH , 6837.HK
company website: http://www.htsec.com
email: haitong@htsec.com
Unified Social Credit Code: 9131000013220921X6
Business: securities brokerage; securities dealers; securities underwriting and sponsorship; securities investment consulting; and securities
Trading, securities investment activities related to financial advisers; direct investment business; securities investment fund distribution; period
Cargo companies to provide intermediary business; margin trading business; consignment of financial products; stock options market-making business;
China Securities Regulatory Commission approval of the other business, the company may set up subsidiaries of foreign investment in financial products such
business.
Second, the non-public offering of the background and purpose
In the new era background of China's economic transition from rapid growth phase high stage of development, China's economy
The transformation and upgrading, accelerating the pace of opening up new opportunities for the development of all the securities industry. on the one hand,
To optimize the structure of China's economic transformation from the total amount of expansion, as a direct financing, "the main battlefield" in the capital marke
To usher in a new round of vigorous development, enhance room to grow in the securities industry. On the other hand, with the expansion and opening up
"Along the way" initiative to further promote overseas investment and financing needs of enterprises will continue to grow, but also for securities
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Create opportunities for cross-border business development of the company.
In addition, building a strong capital market is an important task to achieve the great rejuvenation of the Chinese dream, certificate
Coupon is the core carrier of the capital market, to build China's rich system features world-class investment bank, will become
An important part of capital market power.
Securities companies face turned from the intermediary channel-type development trend of capital-based intermediaries, industry profit model positive
In the event of profound changes from the past mainly rely on passage of commission business model, based on gradually to capital advantage,
Capital type intermediary customer base and professional services model transformation capabilities, leveraging capital intermediary business customers
Diversified financial needs. Especially in the current net capital as the core of the regulatory system, capital strength will become
Securities intermediary business development of the company capital, the ability to enhance the comprehensive financial services to the real economy, build co
The Competition and competitive differentiation of the key elements.
In the context of restructuring, the company will adhere to customer-centric, brokerage, investment banking, asset management, etc.
Intermediary business as the core, capital intermediary business model and investment strategy for the development of two wings, continuing to enhance comp
Combined financial services capabilities, building first-class, internationally influential Chinese investment bank a benchmark. The company intends by
Non-public offering A Shares ways to expand the scale of capital, strengthening capital strength to seize the capital market and certificate
Coupon industry development opportunities, build competitive differentiation, enhance risk resilience for the company in the increasingly excited
Intense competition to win strategic opportunities.
Third, the issue object relationship with the Company
Release the object of this non-public offering of shares to existing shareholders Shanghai Guosheng Group, Shanghai Haiyan vote
Capital, Guangming Group, Shanghai Electric Group of China Securities Regulatory Commission as well as compliance with the securities investment fund man
Securities companies, trust investment companies, financial companies, insurance institutional investors and qualified foreign institutional investors ( QFII)
And other domestic institutional investors, such as no more than a natural person 10 Specific object; securities investment fund management
Division of its management 2 More than just fund subscribed, issued as a subject; Trust and Investment Corporation as the issuer
Object, only its own funds to subscribe.
10
Which, as of the issue date of the plan, Shanghai Guosheng Group, Shanghai Haiyan investment, Guangming Group, Shanghai
Electric Group for the company's existing shareholders, investment director of Shanghai Haiyan Mr. Chen Bin, deputy general manager of any company, a brigh
Deputy President Director Miss Yu Liping any company, after the release, Shanghai Guosheng Group holds shares than the company's
Cases is expected to exceed 5% . Therefore, Shanghai Guosheng Group, Shanghai Haiyan investment, Guangming Group associate company
square. In addition to other objects between the listed company and issue no relationship.
Fourth, this non-public offering plan outlined
Species (a) of the outstanding shares, par value, place of listing
The issue of the type of domestic listed shares of RMB ordinary shares ( A Shares) par value per share, for the people
currency 1.00 yuan. The issue of shares will apply for the Shanghai Stock Exchange.
(2) The issuer way and release date
The issue of all take the form of non-public offering of shares to specific objects in the China Securities Regulatory Commission's approval
To choose within a period not exceeding 10 Offering specific object name.
(C) Release the object and the subscription method
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The number (four) issue and raise the amount of money
The non-public offering A The number of shares does not exceed 1,618,426,236 Shares (inclusive), the total funds raised
Shall not exceed 200 Billion (including). Among them, Shanghai Guosheng Group intends to subscribe for the amount of 100 Billion; Shanghai Haiyan
Investment intends to subscribe for an amount not exceeding 30 Billion (including), the proportion of shares held after the subscription of less than 5% ;bright
Group intends to subscribe for not less than the amount 8 Billion (including) and not more than 10 Billion (including), company shares held by the Subscription
Ratio is less than parts 5% ; Shanghai Electric Group intends to subscribe for not less than the amount 10 Billion.
If the stock of this issue to the Board of Directors resolution between the date of issue of bonus shares, capital reserve into shares occurred
This ex-dividend and other matters, this issue number will be adjusted accordingly.
The non-public offering A The final number of shares issued by the General Meeting of Shareholders authorize the Board of Directors and
Board of Directors authorized person and the sponsor (the lead underwriter) in accordance with the maximum number of China Securities Regulatory Commiss
Price negotiation. The non-public offering A Shares approved by China Securities Regulatory Commission approval and the company based on secondary mar
After the field is determined by the date of issue, Shanghai Guosheng Group, Shanghai Haiyan investment, Guangming Group, Shanghai Electric Group
Will respectively determine the final number of shares subscribed based on the issue price, as well as investment demand and consultations companies.
(E) the issue price and pricing principles
The non-public offering of stock pricing benchmark based non-public offering of shares issued on the first day. this
Non-public offering of the issue price of not lower than before the pricing benchmark 20 Trading days (excluding pricing benchmark) public
Department A Average trading price of the shares 90% Before the end of the latest issue of the company attributable to shareholders of the audited
The higher of net asset value per share.
If the company issued in the latest issue before the end of the audited financial statements of the balance sheet date to the issuing day
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The final issue price of this non-public offering of the China Securities Regulatory Commission approved this non-public offering
After approval, the Board of Directors authorized by the general meeting of shareholders and the Board of Directors authorized persons in accordance with rele
Fixed, and the sponsor (the lead underwriter) According to the case issued an object subscription offer, following the principle of price priority
Consultation. Shanghai Guosheng Group, Shanghai Haiyan investment, Guangming Group, Shanghai Electric Group is not involved in this
Non-public offering market pricing inquiry process, but we promised to accept the results of the market inquiry and the issue with other objects
The same subscription price.
(Vi) restricted period
According to "the issuance of securities of listed companies management approach", "non-public offering of shares of listed companies Implementation
And "administrative licensing securities companies audit guidelines first 10 No. - securities companies to increase their investment and equity change "and so o
The relevant provisions, after the completion of this offering is not less than the proportion of shares held 5% ( With) the specific issue objects,
The subscription of shares from the date after the issue. 48 Not be transferred within months; the proportion of shares held less than
5% The specific issue object, if the Board of Directors to introduce strategic investors, the shares subscribed from this issue
Since the end of the day 36 Within months may not be transferred, other investors shares subscribed from the date after the issue. 12
Not be transferred within months. For restricted period otherwise prescribed by laws and regulations, in accordance with its provisions.
(VII) accumulated profits of pre-release distribution
The issue before the company's accumulated undistributed profits shared by old and new shareholders after the completion of this offering.
(Eight) valid resolution
The resolution from the date of the shareholders' meeting to consider non-public offering of shares by the 12 Within months effective.
If within this period the company has made China Securities Regulatory Commission about this non-public offering A Shares of nuclear
Quasi-file, the authorization is valid automatically extended to the non-public offering is completed days.
Fifth, to raise funds and invest in the number of
The total amount of the non-public offering to raise funds not exceeding 200 Billion (including), net of issuance costs of all proposed
It used to increase the company capital to supplement working capital, optimizing the balance sheet structure, improve financial services company production
Industry chain, serving the real economy. The funds raised mainly for the following aspects:
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1 Development of capital intermediary business, to further enhance the financial service capabilities Does not exceed 60 One hundred million yuan
2 expand FICC Investment scale, optimize the structure of assets and liabilities Does not exceed 100 One hundred million yuan
3 Increase investment in building information systems, to enhance the company's overall level of information Does not exceed 15 One hundred million yuan
4 Investment banking increased capital investment, to further promote the development of investment banking Does not exceed 20 One hundred million yuan
5 Additional working capital Does not exceed 5 One hundred million yuan
total Does not exceed 200 One hundred million yuan
Sixth, this issue constitutes a connected transaction
Due to related parties Shanghai Guosheng Group, Shanghai Haiyan investment, Guangming Group directly involved in this issue,
The issue constitutes a connected transaction. The company will strictly comply with laws and regulations and internal regulations related company to perform p
Easy approval process. The Board of Directors in the vote on this non-public shares issuance, associated director has avoided
Voting, Shanghai Electric Group Company association does not constitute legal, but given the company director Mr. Xu Jianguo in Shanghai Electric
Gas Group office, based on consideration of the principle of prudence, Mr. Xu Jianguo had abstained from voting, independent directors have been on this
Related party transactions to comment. The non-public offering related to the motion submitted for consideration at the shareholders' meeting, association
Shareholders will vote on the motion related to avoidance.
Seven, this issue is causing a change in corporate control
More dispersed shareholding structure before and after this issue was no controlling shareholder and actual controller, this hair
The line will not lead to a change in corporate control.
Eight, this issue has been made in the case of programs approved by the relevant authorities and will take the form of approval
Registration procedures
The issuance program has been sixth board of directors approved the thirty-seventh meeting, will be submitted to the public
Secretary general meeting of shareholders to vote. After the shareholders' meeting, according to the "Securities Act", "Company Law", "tube
Requirements management approach "and" Rules "and other relevant laws, regulations and regulatory documents, this issue needs
China Securities Regulatory Commission for approval. After obtaining the approval of China Securities Regulatory Commission, the company will be the Shang
Securities Depository and Clearing Corporation Limited Shanghai Branch to apply for stock issuance and listing matters, the completion of this
All non-public offering approval reporting procedures.
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Section II Share Subscription Agreement and the basic situation of conditional release objects into effect
First, the basic situation of the subject issued
(A) Shanghai Guosheng (Group) Co., Ltd.
1 ,basic situation
name Shanghai Guosheng (Group) Co., Ltd.
residence Happiness Road, Changning District, Shanghai 137 number 3 Buildings 1 floor
Registered Capital 2,006,600.00 Ten thousand yuan
Legal representative Shou Weiguang
type of enterprise Limited liability company (state-owned)
Date of establishment 2007 year 9 month 26 day
To carry out non-financial based, supplemented by financial investment, capital operation and asset
Business Scope management, industry research, social and economic consulting. [Subject to the approval of the law project,
after approval by the relevant authorities before carrying out business activities]
2 The relationship between equity control, issue object and its controlling shareholder, actual controller
3 , Issued an object main business situation and operating results
Shanghai Guosheng Group is a large state-owned capital operation and investment holding company, was founded in 2007 year 4
15
Month, the registered capital 200.66 Billion, was first established, the Shanghai municipal government as a group of major industrial projects
Investment channels, the main function to serve the Shanghai economic transformation and upgrading the overall situation of state-owned enterprises and state
Financing and capital operation two functions. 2014 In order to further deepen the reform of state-owned Shanghai State-owned Shanghai Municipal City
Government to determine Shanghai Guosheng Group, as one of two state-owned Shanghai operating platform. Since then, the Shanghai Guosheng Group, tigh
State-owned operators around the tight positioning platform capabilities, accelerate the reform and adjustment and transformation of development, innovation in
Institutional mechanisms, promoting the optimization and reorganization of state-owned assets and orderly flow, advance the development of strategic emergin
An active role, "equity injection - capital - income investment" mode of operation of the basic shape.
4 , The most recent year summary financial situation
Unit: million
project 2018 year 12 month 31 day/ 2018 year
total assets 9,293,941.96
Total shareholders' equity 6,426,121.99
Operating income 51,766.21
Net profit 138,897.98
Note: 2018 In the data has Zhonghua Certified Public Accountants (special general partnership) audit.
5 The last five years administrative penalties, criminal penalties, civil litigation and arbitration cases
Shanghai Guosheng Group and its directors, supervisors, senior management has not been given administrative punishment within the last five years (w
Except obviously unrelated to the stock market), criminal penalties, also not involved in major civil complaint relating to economic disputes
Litigation or arbitration.
Shanghai Guosheng Group has issued "Commitment and description" and promised: "As of the date of issue of commitment and explained,
The company significant litigation, the case still pending or foreseeable arbitration and administrative punishment does not exist. "
6 Horizontal competition and related transactions
( 1 ) Competition in the industry
Company and Shanghai Guosheng Group and its controlling shareholder, actual controller will not compete with the industry because of this issue
Fight the case.
( 2 ) Related party transactions
After this release, the proportion of shares held by the company Shanghai Guosheng Group is expected to exceed 5% , This subscription
16
Constitutes a connected transaction. After the completion of this offering, the business relationship between the Shanghai Guosheng Group and the company d
Changes in Shanghai Guosheng Group and related companies if the transaction occurs, in strict accordance with relevant laws, regulations, norms
Documents and internal management regimes.
7 Before, this issue plan disclosure twenty four Within months, subject to the issuance of the company's major transactions
The issue before the plan disclosure twenty four Within months, Shanghai Guosheng Group and its controlling shareholder, actual controller
Between the company and the existence of significant transactions (if any) have been disclosed and announcement.
(B) Investment Management Co., Ltd. Shanghai Haiyan
1 ,basic situation
name Shanghai Haiyan Investment Management Co., Ltd.
residence Yang Lu, head of Shanghai Yangpu 717 number 3 Buildings 318 room
Registered Capital 900,000.00 Ten thousand yuan
Legal representative Chenxuan Min
type of enterprise Limited liability company (natural person investment or holding of non-corporate owned)
Industrial investment (in addition to equity investment and equity investment management), investment
management (except equity investment and equity investment management), project management, asset
Business Scope
management (except equity investment and equity investment management), management consulting (may not
engage in brokerage), domestic trade (except for the control). [Subject to the approval of the law project, after approval by the relevant authorities
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Shanghai Haiyan investment is principally engaged in investment management, public as Shanghai Tobacco Group Co., Ltd., a wholly owned subsidiary
Division, established in 2009 year 10 Month, business scope includes: industrial investment (other than equity investments and equity investment management
Investment Management (except equity investment and equity investment management), project management, asset management (other than equity investmen
Capital and equity investment management), management consulting (may not engage in brokerage), domestic trade (except for the control).
Shanghai Haiyan investment operating in good condition, in recent years, actively investing in the layout of the financial sector, holding China Pacific
Property Insurance Company, China Pacific Life Insurance Co., Ltd., Haitong Securities Co., Ltd.
AG and other companies.
4 , The most recent year summary financial situation
Unit: million
project 2018 year 12 month 31 day/ 2018 year
total assets 3,922,043.55
Total shareholders' equity 3,319,910.07
Operating income 127,559.85
Net profit 108,284.60
Note: 2018 In the data we have Lixin Certified Public Accountants (special general partnership) audit.
Shanghai Haiyan investment and its directors, supervisors and senior management personnel have not received administrative punishment within the la
Shanghai Haiyan investment has been issued by the "commitment and description" and promised: "As of the date of issue of this commitment and desc
Shanghai Haiyan investment company with its controlling shareholder, actual controller will not compete with the industry because of this issue
Fight the case.
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The company has been in regular reports, ad hoc announcements in relation to the existing affiliates, related, related party transactions
Made a full disclosure of related party transactions are out of business needs, in accordance with the principle of fairness into the system based on the actual m
Equal compensation line behavior, fair price, without departing from the comparable market price, and perform the necessary
program. Related party transactions do not affect the independence of the company listed, there is no damage to the company and the interests of minority sha
The situation will not have a significant impact on the company's normal operations and continuing operations.
Shanghai Haiyan investment of the Company's top ten in circulation A One shareholder, Shanghai Haiyan Chen Bin, deputy general manager of investm
Mr. incumbent directors, in accordance with the provisions of the "Shanghai Stock Exchange Listing Rules", Shanghai Haiyan investment
Related legal person for the company, this subscription constitutes a connected transaction. After the completion of this offering, Shanghai Haiyan and public in
It did not change the business relationship between the Secretary and other, Shanghai Haiyan and investment company if the related transactions, will be strict
According to relevant laws, regulations, regulatory documents and internal management regimes.
The issue before the plan disclosure twenty four Within months, Shanghai Haiyan investment and its controlling shareholder, actual controller
(C) Bright Food (Group) Co., Ltd.
1 ,basic situation
name Bright Food (Group) Co., Ltd.
residence Shanghai Huashan Road 263 do 7 number
Legal representative Aryl Ming
type of enterprise other limited liability companies
Food sales management (non-physical way), operation and management of state-owned assets, industrial
investment, agriculture, forestry, animal husbandry, fisheries, water and services, domestic wholesale and retail
Business Scope trade (except for special provisions), engaged in the import and export of goods and technology into export
business, property brokers, the exhibition business services. [Subject to the approval of the law project, after
approval by the relevant authorities before carrying out business activities]
19
Guangming Group is a collection of modern agriculture, food processing, food distribution as a whole, complete with food production
Industry chain of integrated food industry groups. It owns a number of domestic and overseas listed companies, 2017 Guangming Group Annual Camp
Industry revenue over 1,600 Billion. Guangming Group currently established the food industry as the mainstay, real estate and financial to
Two wings of the "Two Wings" industrial structure, the future will be "a new five-year reconstruction bright, light years to build strength
Ming "and building" advanced industries, a beautiful environment, good life "as a symbol of well-off farm as a strategic goal,
Focus on the implementation of the integration strategy, platform strategy, brand strategy and channel strategy, to become Shanghai mega-cities
Floor of the main non-staple food supply safe, high quality, healthy food benchmarking, the world influential multinational food
Industry Group.
4 , The most recent year a summary financial situation
Unit: million
project 2018 year 9 month 30 day/ 2018 year 1-9 month 2017 year 12 month 31 day/ 2017 year
total assets 26,208,563.38 24,595,892.72
Total shareholders' equity 9,180,558.62 8,846,613.96
Operating income 10,925,799.10 16,116,090.87
Net profit 253,233.86 331,746.96
Note: 2017 In the data we have Lixin Certified Public Accountants (special general partnership) audit, 2018 year 1-9 Monthly figures are unaudited.
Guangming Group and its directors, supervisors and senior management personnel have not received administrative penalties within the last five years
Bond market apparently unrelated except), criminal penalties, also not involved in major civil litigation related to economic disputes
Or arbitration.
20
Guangming Group has issued "Commitment and description" and promised: "As of the date of issue of this commitment and indicated,
Company or foreseeable major litigation, arbitration and administrative penalty cases still pending does not exist. "
Guangming Group Company and its controlling shareholder, actual controller will not have competition in the industry because of this issue
situation.
The company has been in regular reports, ad hoc announcements in relation to the existing affiliates, related, related party transactions
Made a full disclosure of related party transactions are out of business needs, in accordance with the principle of fairness into the system based on the actual m
Equal compensation line behavior, fair price, without departing from the comparable market price, and perform the necessary
program. Related party transactions do not affect the independence of the company listed, there is no damage to the company and the interests of minority sha
The situation will not have a significant impact on the company's normal operations and continuing operations.
Guangming Group of the Company's top ten in circulation A One shareholder, Yu Liping, vice president of Guangming Group is currently serving
Directors of the Company, pursuant to the "Shanghai Stock Exchange Listing Rules" the Guangming Group associate company
Legal, this Subscription constitutes a connected transaction. After the completion of this offering, between the Group and the business off the light
Department and other changes did not occur, Guangming Group and related companies if the transaction occurs, in strict accordance with relevant laws and re
Normative documents and internal management regimes.
The issue before the plan disclosure twenty four Within months, Guangming Group and its controlling shareholder, actual controller and the public
The existence of significant transactions between the Secretary (if any) have been disclosed and announcement.
(Iv) Shanghai Electric (Group) Corporation
1 ,basic situation
name Shanghai Electric (Group) Corporation
residence Sichuan Road in Shanghai 110 number
Legal representative Zheng Jianhua
twenty one
type of enterprise State-owned
Power engineering project contracting, complete sets of equipment or sub-total pay, foreign contract labor,
industrial investment, mechanical and electrical products and related industries in the manufacture and sale of
Business Scope equipment for the domestic and export projects in the state-related technical advice and training, SASAC's
mandate asset management and management, domestic trade (except for special provisions), design,
production, release agents various types of advertising. [Subject to the approval of the law project, after approval by the relevant authorities before
Shanghai Electric Group was established in 1985 year 1 Month, core business includes efficient and clean energy equipment business
Sector, new energy equipment business segment, industrial equipment business segments and modern service industry and other business segments 4 Slabs
Block mainly relates to the manufacture and construction of thermal power, nuclear power, wind power, transmission and distribution, and other energy saving a
Service, elevator, compressors, industrial robots, key basic parts, motors, machine tools and other industrial equipment production,
As well as general contracting and systems integration and complete sets of equipment, financial services, including modern services.
4 , The most recent year a summary financial situation
Unit: million
project 2018 year 9 month 30 day/ 2018 year 1-9 month 2017 year 12 month 31 day/ 2017 year
total assets 24,201,415.49 23,024,211.05
Total shareholders' equity 7,396,376.85 7,362,488.26
Operating income 8,074,872.81 9,177,583.48
Net profit 374,476.65 478,149.87
Note: 2017 In the data has Vocation International Certified Public Accountants audit, 2018 year 1-9 Monthly figures are unaudited.
Shanghai Electric Group and its directors, supervisors, senior management has not been given administrative punishment within the last five years (with
twenty two
Shanghai Electric Group has issued "Commitment and description" and promised: "As of the date of issue of commitment and explained,
Company and the Shanghai Electric Group and its controlling shareholder, actual controller will not compete with the industry because of this issue
Fight the case.
Shanghai Electric Group Company does not constitute a legal association, this subscription does not constitute a connected transaction.
The issue before the plan disclosure twenty four Within months, Shanghai Electric Group and its controlling shareholder, actual controller
Summary Second Share Subscription Agreement, which entered into force conditional
Companies with Shanghai Guosheng Group, Guangming Group, Shanghai Haiyan investment, Shanghai Electric Group 2019
year 4 month 25 Signed a conditional share subscription agreement entered into force, are summarized below:
(A) subject of contracts
Shares Issuer: Hai Tong Securities ( "Party")
Subscriber Shares: Shanghai Guosheng Group, Shanghai Haiyan investment, Guangming Group, Shanghai Electric Group ( "B
square")
(Ii) the subscription price of the shares and the number of
1 Party this type of issue of shares of domestically listed RMB ordinary shares ( A Shares), par value
for 1 Yuan.
2 Party of the offering pricing benchmark based on the issuance of the first day of issue. Issue price is not low
twenty three
Before the pricing benchmark for 20 Trading days (excluding pricing benchmark) Party A Average trading price of the shares 90% versus
Party before the issue by the end of the latest issue of attribution audited net asset value per share to shareholders of the parent company higher.
If Party before the end of the latest issue of release audited financial statements to the balance sheet date between the date of issue
After the final issue price of the offering approved by the China Securities Regulatory Commission approval on this issue by the Party shares
East Assembly authorized the Board of Directors and the Board of Directors authorized persons Party in accordance with the relevant provisions of China Secu
(Lead underwriter) According to the case issued an object subscription offer, following the principle of price priority negotiation. B
The issue is not involved in market pricing inquiry process, but promised to accept the results of the market inquiry and with other investors
Subscription at the same price.
3 , This issue A The number of shares does not exceed 1,618,426,236 Shares (inclusive), the total funds raised not
More than RMB 200 Billion (including).
Shanghai Guosheng Group has agreed to subscribe Party of this issue subscription amount 100 Billion;
Shanghai Haiyan agreed investment amount does not exceed the subscribed 30 Billion (including), Shanghai Haiyan Subscription Investment
Lower than the proportion of shares held by Party 5% ;
Guangming Group agreed to this subscription amount of not less than 8 Billion (including) and not more than 10 Billion (including), recognized
After Guangming Group purchased the shares held by the proportion of the Party less than 5% ;
Shanghai Electric Group has agreed to subscribe Party and the issuance of stock subscription amount of not less than 10 Billion.
If Party A shares in this offering date of the Board resolution to issue bonus shares occurred between the date the capital reserve into
Ex equity and other matters, this issue number and B number subscription will be adjusted accordingly. As this issue of shares
The total number of parts due to policy changes or to be issued in accordance with the requirements of the approved documents the amount reduced, Party B t
Number of shares will be made in accordance with the relevant requirements of the appropriate Diaojian.
twenty four
4 , Shanghai Guosheng Group shares subscribed from the date after the issue. 48 Not be transferred within months; on
Sea smoke investment, Guangming Group shares subscribed from the date after the issue. 36 Not be transferred within months; this
After the issue, if the Shanghai Electric Group holds shares of not less than 5% (Inclusive), the Shanghai Electric sets
The group shares subscribed from the date after the issue. 48 Within months may not be transferred, if the Shanghai Electric Group holds public
Lower than the shares of the Company 5% , The Shanghai Electric Group shares subscribed from the date after the issue. 36 Within months, not
It was for sale. For restricted period otherwise prescribed by laws and regulations, in accordance with its provisions. Party B shall be in accordance with relevan
The relevant provisions of China Securities Regulatory Commission, the Stock Exchange and in accordance with the requirements of Party A lock-up period on
And other related matters issued by the commitment letter, lock stock and handle the relevant issues.
5 Pricing principles Party this issue of shares to raise funds, pricing, pricing reference date, final
Issue price, issue number, the number of fund-raising, fund-raising purposes, the stock lock-up period and the timing of issuance, etc.
Party matters and the final number of shares subscribed and the subscribed amount of money to Party A shareholders' meeting, China Securities Regulatory C
Implementation of the program prospective subject of this issue.
Payment (three) subscription monies, time and manner of delivery of stock
1 Party B agrees to China Securities Regulatory Commission approved the issuance of Party A and Party B and Party received a sponsor
Notification of the date of payment of the subscription monies agency issued within 5 working days in RMB cash all shares
Subscription monies paid to the party and sponsor a designated bank account.
2 Party shall pay all subscription monies from the date the shares within ten working days in B shares will be registered hand
Party B will continue to subscribe for shares registered in the name of party, in order to achieve delivery.
(Iv) breach of contract
1 Both sides agree that if any circumstance arises where a party will be deemed to breach the contract:
( 1 ) Party to fulfill its obligations under this Agreement, and issue a written pass each other in the performance of duties
After fifteen days to make up known yet to take effective measures to fulfill;
( 2 ) Representations and Warranties or mention to the other party to this Agreement or made in connection with this Agreement document
Post relevant documents, information or information proved to be false, inaccurate, misleading or important omissions;
( 3 ) Other circumstances in violation of this Agreement.
2 Both sides agree that if any party to a case arise, the party is considered a serious breach of contract:
25
( 1 ) Party appears to paragraph 1 The money breach, and such breach leads to this agreement can not continue
Continued fulfillment;
( 2 ) Party appears to paragraph 1 The money breach, and the amount of such breaches involving large,
Have a serious adverse impact on the issuance or other financial statements;
( 3 ) Party to this Agreement or relating to this Agreement file not disclose financial data (including
But not limited to debt, guarantees, etc.) proved to be false, inaccurate, misleading or important omissions, and such
False, inaccurate, there is a significant deviation between the missing or incorrect financial data with real financial data is large,
Have a serious adverse impact on the issuance or other financial statements.
3 If either party (defaulting party) breach of contract, the observant party is entitled to take one or more of the following relief measures
To preserve its rights:
( 1 ) Require the defaulting party specific performance;
( 2 ) Suspend the obligations under this Agreement, to be the party in breach situation eliminate resumption of performance;
Observant party to suspend the performance obligations in accordance with this provision does not constitute an observant non-performance or delay in perform
( 3 ) Require the defaulting party compensate the observant direct economic losses, including the transactions actually occurred
Costs and other economic losses for the foreseeable; and to this end the observant litigation or arbitration arising
cost of;
( 4 ) For violation of the interests of the party in breach of this Agreement shall be acquired as compensation payments to the observant;
( 5 ) Other remedies provided by law and regulations or this Agreement.
4 If Party B fails to fulfill the term of this agreement in full and payment obligations, the daily press is not paid shares
Thousandth of subscription monies to pay liquidated damages to Party; if postponed 10 Working days shall be deemed not yet paid in full
Give up pay Party B shall be paid under the Share Subscription 5% Payment of liquidated damages, the above liquidated damages to Party still
However, insufficient to make up for the loss of Party A, Party B shall be responsible for compensation until further compensate for the Party and therefore subj
Department loss. The conventions of this paragraph liquidated damages and losses are paid in the form of cash payments.
5 Other rights, the rights and remedies provided for in this Agreement are cumulative and not exclusive law or relief.
6 This agreement represents the knowledge of the other party or by any other means investigations or representations and warranties are not
True, accurate or complete and does not result in the loss of any innocent party the right to recourse against the defaulting party's. Party fails
26
Delay exercise or exercise any of its rights or remedies under this does not constitute a waiver agreement; or partial exercise of rights
Relief nor hinder the exercise of other rights or remedies.
7 , The legal effect of this provision is not subject to cancellation or termination of the agreement.
(E) the entry into force of the contract, change and termination
1 , Shanghai Guosheng Group, Guangming Group, Shanghai Electric Group
( 1 ) This Agreement signed by the legal representative or authorized representatives of both parties and stamped with the official seal from the date of i
Both parties shall use their best endeavors to procure the following conditions are met; the following conditions are met, the entry into force of this Agreement:
A All matters relating to the issuance by the Party Board and Shareholders reviewed and approved;
B China Securities Regulatory Commission Securities Fund Supervision Department of the Party non-public offering application A Shares without object
And agrees that Party for a change in registered capital, etc. The issue involved;
C , China Securities Regulatory Commission approved the issuance.
After the above conditions are met, to satisfy a condition last day of the effective date of the present agreement.
Any of the preceding conditions are not met, this agreement does not take effect, each of the parties to sign and take responsibility for quasi
Preparation of fulfillment fee paid by this agreement, and both sides do not bear the liability.
( 2 ) Any changes to this agreement shall be in writing and signed by both parties.
( 3 ) By unanimous written consent of the parties, may terminate this agreement.
( 4 ) If this agreement by unanimous written consent of the parties is terminated when:
A In addition to the bounden duty of confidentiality breach of contract or breach shall bear, the two sides from continuing to fulfill its
Obligations under this Agreement;
B The two sides shall provide the necessary assistance to make any transfer or change procedures have been completed or return to the original
The two sides recognized state. The other parties have made various documents, the material should be returned promptly.
2 , Shanghai Haiyan investment
( 1 ) This Agreement signed by the legal representative or authorized representatives of both parties and stamped with the official seal from the date of i
Both parties shall use their best endeavors to procure the following conditions are met; the following conditions are met, the entry into force of this Agreement:
27
A Party A and Party B enter into this Agreement by the China National Tobacco Corporation approved by;
B All matters relating to the issuance by the Party Board and Shareholders reviewed and approved;
C China Securities Regulatory Commission Securities Fund Supervision Department of the Party non-public offering application A Shares without objec
And agrees that Party for a change in registered capital, etc. The issue involved;
D , China Securities Regulatory Commission approved the issuance.
After the above conditions are met, to satisfy a condition last day of the effective date of the present agreement.
Any of the preceding conditions are not met, this agreement does not take effect, each of the parties to sign and take responsibility for quasi
Preparation of fulfillment fee paid by this agreement, and both sides do not bear the liability.
( 2 ) Any changes to this agreement shall be in writing and signed by both parties.
( 3 ) By unanimous written consent of the parties, may terminate this agreement.
( 4 ) If this agreement by unanimous written consent of the parties is terminated when:
A In addition to the bounden duty of confidentiality breach of contract or breach shall bear, the two sides from continuing to fulfill its
Obligations under this Agreement;
B The two sides shall provide the necessary assistance to make any transfer or change procedures have been completed or return to the original
The two sides recognized state. The other parties have made various documents, the material should be returned promptly.
28
Section III The Board of Directors to raise funds on the feasibility analysis used
First, the non-public offering to raise funds plan
The total amount of the non-public offering to raise funds not exceeding 200 Billion (including), net of issuance costs of all proposed
It used to increase the company capital to supplement working capital, optimizing the balance sheet structure, improve financial services company production
Industry chain, serving the real economy. The funds raised specifically for the following purposes:
(A) the development of intermediary business capital, to further enhance the financial service capabilities
The funds raised not more than 60 One hundred million yuan to be used for the development of intermediary business capital, will help the company fur
Expand the stock collateral, margin trading and other credit transaction size.
In recent years, stock collateral, margin-based capital securities intermediary business has become the company's assets
The most important part of business liabilities. Up 2019 year 3 The total end of the month, the company's financing business class scale
1,240.50 Billion, of which the stock pledge business 831.08 Billion, the average ratio of performance guarantee 257.27% , Financing
Trading business 407.59 Billion, maintaining the guarantee rate 274.35% , Market share 4.42% , Is an industry leader in the
Bit. Capital intermediary business to establish a strong competitive advantage, strengthen risk through proactive monitoring of the previous year,
Combing the stock business, and actively optimize business layout and other initiatives, the company stock pledge, margin trading and other capital
Intermediary business steadily achieve quality, efficiency improved steadily. The future, as the stock market boom of further
Improve the development of the company stock pledge capital intermediary business, can significantly enhance the overall profitability of the business assets an
Force, and better return on the vast number of investors.
In the new era background, the real economy is the overall direction of the future development of the financial services industry. Public securities
Division of financial funds to the real economy through the stock pledge business, can effectively solve the problem of financing difficulties of some enterprises,
Through margin trading business lending of funds or securities to customers, can ease the financial pressure on the market, stimulate stock
Activity of the market, the capital market is effectively play the role of price stability, improve the securities market, investment protection
Owner's equity.
In summary, the development of the company's capital intermediary business will have a greater demand for funds, in order to meet the wind control
Indicators, the company intends by this non-public offering to raise funds to protect the reasonable growth of capital intermediary business scale.
(B) expand FICC Investment scale, optimize the structure of assets and liabilities
The funds raised not more than 100 One hundred million yuan to be used for the expansion FICC Size, thickening of the company's liquid assets
29
proportion.
the company FICC The main lines of business include domestic capital investment, gold ETF Trading, gold lending business,
Reverse repurchase operations, bond futures, interest rate swaps, credit risk mitigation tools. In the future the company
After obtaining the relevant qualifications, we will actively carry out foreign exchange transactions, notes and crude oil futures and other services.
FICC Business is an important tool for financial innovation and risk management, pricing of international relations of strategic resources
And internationalization of the RMB. Located in Shanghai as a national, comprehensive financial enterprise, the company actively participates
FICC Transaction will not only help improve the company's investment management and risk management, enhance the country for Shanghai
International financial center status also has far-reaching significance.
Company FICC Business always adhere to the liquidity, safety and profitability unified coordination and cause
Focus on financial innovation, foster industry-leading asset management capabilities and research and development capabilities, in recent years we have made
Kin investment performance. However, compared with the same industry securities company, FICC The overall size of the business is still relatively small,
FICC Management and research capacity of the business has not yet been fully realized.
To sum up, the company intends by this non-public offering to raise funds to expand FICC Business investment scale,
Optimizing asset and liability structure.
(Iii) information system to increase investment, improve the company's overall level of information
The funds raised not more than 15 Letter intended for one hundred million yuan investment in the construction of information systems to enhance the co
The level of interest rates.
In recent years, the company's business, the regulatory environment and technology development and other internal and external environment has unde
Our business developed rapidly, the scale of sustained growth in profits, total assets, net assets, ranking the forefront of the industry, to IT
How to support business growth presents new challenges; the development of overseas business, to IT How to achieve territory
External linkage presents new challenges; integrated financial services platform has improved steadily, to IT How to achieve integrated management of mention
A new challenge; the increasing speed of business innovation, the company has repeatedly been designated to participate in new business pilot regulators, self
Main business innovation has become increasingly active, new Internet technologies become key innovation in-depth use of the business
Field of IT How to support accelerating innovation presents new challenges. At the same time, regulatory requirements increasingly standardized, strict
Grid, a number of industry IT Special rules and norms issued for securities companies IT Normative and capacity building proposed
A higher demand.
The new situation facing foreign competition in the form of changes in the industry, and other internal business transformation, new environment, the co
30
System construction has achieved good results, but with the international advanced level, there is still a certain gap. Future of the company
The scientific judgment IT Technology trends and accurately grasp the business development needs, efforts to solve IT Technological development
Outstanding problems, and then give full play IT Promote and lead role in business development techniques.
To sum up, the company intends by this non-public offering to raise funds, increase investment in building information systems, into a
Further enhance the company's overall level of information.
(Iv) increase capital investment in investment banking, to further promote the development of investment banking
The funds raised not more than 20 The proposed increase by one hundred million yuan of investment banking investment, to further promote investmen
Line of business development.
With the continuous deepening of economic reform, further enhance the proportion of direct financing, help to reduce the corporate finance
Costs, stimulate business development activity, while the implementation of supply side reforms in the financial, but also contribute funds to the virtual removal
Real to support the real economy.
Branch board the pilot registration system fully reflects the regulators adhere to market-oriented, rule of law reform determination to advance
Registration system has become a trend of the future development of the capital market. With the gradual improvement of multi-level capital market,
Financing tools became more varied and opening up capital markets continue to increase, the sponsor will face more
Market opportunities. Branch board launched related systems with the investment mechanism for the sponsor to make it clear that, in addition
Issuance underwriting market mechanism put forward higher requirements for capital-sized companies involved in investment banking.
2018 Years, the total debt underwriting company shares over 3,100 Billion, compared with 2017 Annual growth of nearly 25% Where bonds bearing
Sales amount of nearly 2,700 Total billion, equity (including refinancing) underwriting near 400 Billion, ranking investment banking industry
The forefront. Future, the company will actively implement the national policy, to develop equity and debt underwriting and other investment banking
Line of business, development support Kechuang board, will continue under the guidance of macro policies to help domestic and foreign enterprises
Equity and debt financing, to expand direct financing channels for the real economy.
(E) supplement working capital
The funds raised not more than 5 One hundred million yuan to be to supplement the company working capital.
To sum up, the company will be based on its own strategic planning and development, the rational allocation of funds raised this issue,
Replenish the company's business development needs in the process of working capital to ensure the orderly conduct of business.
Second, the necessity of this non-public offering
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In the new era background of China's economic transition from rapid growth phase high stage of development, deepen China
Upgrading economic restructuring, accelerate the pace of opening up, deepen financial supply-side structural reforms to enhance the financial services real
Body economic capacity both for the development of capital markets and securities industry has brought new opportunities. Build rich Chinese system
Featuring world-class investment bank, securities company as capital markets play a core carrier function is powerful capital
An important indicator of the market.
Securities companies face turned from the intermediary channel-type development trend of capital-based intermediaries, industry profit model positive
In the event of profound changes, capital strength will be the development of the company capital securities intermediary business, enhance the real economy
Integrated financial services capabilities, building core competencies and competitive differentiation of the key elements.
The company intends to non-public offering by A Shares to expand the scale of capital, strengthening capital strength to seize the capital city
Field and the securities industry development opportunities, build competitive differentiation, enhance risk resilience, the company
Win strategic initiative in the increasingly fierce competition.
(A) The issue is an inevitable choice to follow the development trend of the securities industry
Under the transition to a system of direct financing indirect financing system, increase cross-border investment and financing needs of the development
With the reform of state-owned enterprises continue to speed the supply-side reform, the establishment of Kechuang plate registration system and the launch o
International series marketization reform will deepen the capital market, securities industry ecosystem in the long term
Get remodeling company wealth management, investment banking, asset management, trading and institutional, financial leasing and other services
Both will face better opportunities for development. On the other hand, by the rapid development of Internet banking, industry access to relax, etc.
Factors, earnings base in the securities industry will be profound changes occur, short-term development of space industry suppressed,
Competition in the industry will be further intensified.
Expected future development of the industry will show the following trend: two-way open market, free flow of capital across borders postponed
Conduct of international business and globalization; industry consolidation will accelerate, further increase market concentration, industry-leading
More intense competition between providers, and business and services, capital-driven, integrated, commercialization, financial department
Technology and other aspects of the formation of differences in management of the situation; profit model based on license and supervision will gradually disap
Patterns from the past to the channel will commission-based business transition to fee-based intermediary business, capital intermediary business class
, Taking into account its own funds investment business of integrated business model, capital, customer traffic, and professional services capabilities
It will become an important foundation to enhance the core competitiveness. The capital intermediary business class, cross-border business, its own funds indu
Services such as, on the one hand depends on capital strength enhancement, on the other hand, the necessary information systems required for its people
Resources to obtain promotion expenses customer traffic are inseparable from capital support.
32
(B) The issue is strong support for the company to achieve strategic goals
In our context of economic restructuring, the company's overall development strategy is: adhere to customer-centric, by
Ji, investment banking, asset management and other intermediary business as the core, capital-based intermediary business and investment business in two
Wing to groups, international, and information into a driving force to strengthen the compliance risk control, human resources, IT Study four
Pillar construction, strengthen capital and investment management, asset and wealth management, investment banking and sales contract pricing, assets
Management, brokerage and agency sales trading and wealth management, and other five major capacity-building, to build wisdom Haitong, committed
The Haitong into a domestic first-class, internationally influential Chinese investment bank a benchmark. However, evidence from recent years
Coupons industry competition perspective, the securities company's profitability and capital strength showing a high correlation, moderate
Additional capital will help the company gain business development opportunities. The company is about to contribute to a positive development of non-public s
Of the increasingly fierce competition in the securities industry capital and financial integration of large international environment, enhance the company
Overseas business, the overall strength of cross-border business, consolidate the basis for future business development of the company.
(C) The issue will enable the company to effectively deal with the increasingly fierce competition in the securities industry capital, active part
To compete with the international market
With the further opening of financial markets, the future of the stock market in the field of competition will become more intense. In custody
Encouraged by the policy, the establishment of a joint venture brokerage process significantly accelerated, intensified competition in the industry. 2018 year 4 M
China Securities Regulatory Commission issued the "foreign-invested securities company management approach" since, 2018 Year, UBS Securities approved
It is the first foreign-owned brokerages, 2019 year 3 Month, JP Morgan Securities (China) Co., Ltd. and Nomura East
International Securities Limited approved the establishment of two foreign-owned brokerages; from 2019 Report on the annual Boao Forum Financial
Open information industry point of view, of the business scope of foreign securities firms will no longer be a separate restrictions. In order to adapt to industry co
Need to fight the trend and profit model transformation in recent years, the securities industry financing scale is increasing, currently in the territory
Inside and outside of listed securities company nearly 40 Family, 2017 Since, Huatai Securities, Shen Wanhong source, Orient Securities, etc.
The company has completed A Non-public offering of shares, GF Securities A Share non-public offering plan has received China Securities Regulatory Commis
Accurate, complete Guotai Junan H share IPO Offering, CITIC Securities is planning to issue shares to buy assets matters. Eye
Ago, although the level of net assets in securities among the best in the country, but the original capital advantage is gradually disappearing,
The issue will help the company to continue to maintain capital advantage in the new round of competition in the industry.
At the same time, compared with the international investment bank, although the company has strong competitiveness in Hong Kong, but in participation
Other overseas market competition and cross-border business activities, still need the support of strong capital strength.
(D) The issue will further reduce liquidity risk, enhance the company's ability to resist risks
33
In recent years, with the continued expansion of business scale, the company operating under the macro policies, changes in the market, operators
The impact factors of the situation, such as customer credit is becoming increasingly apparent.
The company has always been adhering to the "steady and even conservative" risk control concept, in strict accordance with the company to determine
It requires risk appetite and risk ratio limits, through reasonable means of monitoring mechanisms and regulation, the liquidity risk
Exposure control within reasonable limits.
Capital is still the most direct tool against risk. Optimize the capital structure by increasing long-term capital, not only
Related to long-term competitiveness, but also related to the company's ability to resist risks. Under the existing regulatory framework, only
Maintain long-term capital and asset size to match in order to continue to meet regulatory requirements. For market risk, the letter
Outside the expected loss with a risk or operational risk caused, solid capital can also be given adequate buffer, while
Avoid liquidity risk.
Therefore, this non-public offering will help enhance the company's ability to withstand a variety of business risks.
Third, the non-public offering of feasibility
(A) The non-public offering in line with the conditions specified in the relevant laws, regulations and regulatory documents
Haitong Securities is China Securities Regulatory Commission approved the first comprehensive securities companies, securities companies and nation
A class AA Grade securities firms. Company organization sound, well-run, and establish and improve various internal control
System system, the company strictly in accordance with regulatory requirements, the establishment of a scientific and rational, accountable risk control system,
With a strong risk control; the company Basic Accounting Standards, good asset quality, with sustained
Profitability. Company meet the "Measures for the Administration issued securities of listed companies", "non-public offering of shares of listed companies
Ticket Rules "( 2017 Revised), "Public Offering Supervision Q & A - About guide and standardize financing companies listed on line
For the regulatory requirements "and other laws and regulations and regulatory documents of non-public offering of domestic listed RMB ordinary shares on
( A Shares) conditions.
(B) The non-public offering in line with national industrial policy
At present, China's economy is at a critical stage of development of high-speed growth to high quality, optimized financing knot
Structure, improve the proportion of direct financing, improve financial efficiency of resource allocation, better serve the real economy, it is
The direction of development of capital markets in the future.
2014 year 5 Month, the State Council issued the "Opinions on Further promote the healthy development of the capital market"
34
Proposed to promote the implementation of the securities institutions differentiation, specialization, features development, and promote the formation of a numb
International competitiveness, brand strength and modern investment bank of systemic importance. 2014 year 5 month 13 Japan, China
CSRC issued the "Opinions on Further Promoting innovation and development of securities institutions", from the construction of modern investment
Banking, business support product innovation and promote the transformation of three clear regulatory securities institutions to promote innovation
The main task and the development of specific measures, which clearly support the securities institutions to improve the overall financial services
Ability to improve the basic functions, expanding financing channels. 2016 year 6 Month, China Securities Regulatory Commission revised the "public securities
Division of risk control indicators management approach "and related rules, combined with new developments in the industry, by improving net assets
This, risk capital reserve calculation formula, improve leverage ratio, liquidity regulations and other indicators, a clear counter-cyclical regulation
Mechanisms to enhance the completeness and effectiveness of risk control indicators, to further promote long-term healthy development of the securities indus
With the rapid growth in business scale of the company, the gradual adjustment of industry regulatory policies, the current net capital scale
Has been unable to meet the company's business development needs, this non-public offering is the company comply with the Commission to encourage secur
Secretary further added positive move capital, in line with national industrial policy.
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Section IV Board discussion and analysis on the impact of this issue of the company's
First, the company plans to integrate the business and assets after the release of the company's articles of association and pub
Changes in the structure of shareholders of the Company, senior management structure, business structure
The company's business scope includes: securities brokerage; securities dealers; securities underwriting and sponsorship; Securities Investment Adviso
Consultation; financial adviser and securities trading, securities investment activities; direct investment business; securities investment funds
Consignment; the company provides futures intermediary business; margin trading business; consignment of financial products; stock options
Market-making business; other business approved by China Securities Regulatory Commission, the company may set up subsidiaries of foreign investment in t
And other investment products business. The proceeds of the offering primarily used to increase the company capital to supplement working capital,
The company's existing main business major changes will not happen.
After this release, the company's total share capital will be expanded accordingly, part of the original shareholders will have a stake
The changes, but will not lead to significant changes in the share capital structure of the company, it does not result in the company equity distribution does not
The listed conditions. The non-public offering is completed, the company registered capital, total number of shares will change,
The company will be based on the results of this non-public offering, on the "Articles" the relevant provisions be amended.
No company executives plan to adjust, so the company's senior management structure will not this time
Issue and change.
Second, the changes after the release of the company's financial condition, profitability and cash flow
The non-public offering is completed, the company's total assets, net assets and net capital scale will be a corresponding increase in funding
Yield debt ratio will drop to optimize the company's capital structure, reduce financial risk, the company's earnings
Service structure is more robust.
Under the current regulatory system net capital as the core indicators of the securities business scale, the risk can resist
Net capital is closely related to the size of its force. Through this offering, the company will rapidly enhance the net capital scale, speed
Related business development, enhance overall profitability and risk resilience.
After the completion of this offering, cash in place will allow the company to raise funds from financing activities generated a substantial inflow
Degree increase; net cash flow with the gradual put into use, operating activities to raise funds generated
There will also be increased to some extent.
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Third, after the release of the business relationship between the company and the controlling shareholder and its associates, m
Department of related party transactions and intra-industry competition and other changes
Relatively dispersed shareholding structure, the controlling shareholder of the company were not around this issue. After the completion of this offering,
Shanghai Guosheng Group, the proportion of shares held by the company is expected to exceed 5% , Shanghai Guosheng Group will become the company sh
Connected parties, in addition to the above-described circumstances, the business relationship between the controlling shareholders and related parties, relatio
Related party transactions, intra-industry competition and other aspects of the situation will not change because of this issue occurred.
Fourth, after completion of this offering, the company is the existence of the funds, assets are controlling shareholders or relat
The case of people occupied or listed companies to provide guarantees for the controlling shareholder and its associates circu
The Company has no controlling shareholder. Before the completion of this offering, the company's main shareholder and its related parties control
Case of illegal occupation of company funds, assets, nor the presence of the offending company as the main shareholder and its related parties
Security situation.
Fifth, the listed company debt structure is reasonable, whether there is an increase by a large number of this issue of negative
Case debt (including contingent liabilities), and if there is debt ratio is too low, the financial cost of substandard
Li's case
Up 2018 year 12 month 31 Japan, the company's consolidated assets and liabilities (securities firms caliber) is 74.10% .
Press this to raise funds 200 Millions of dollars, after the completion of this offering, the company's consolidated debt ratio is expected to
for 71.27% (Irrespective of other assets, changes in liabilities). More robust financial condition, capital structure more
Is reasonable case of increasing liabilities (including contingent liabilities) by the issuance of a large number do not exist, are not there
Debt ratio is too low, the financial costs unreasonable.
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Section V Profit Distribution Policy and Implementation
First, the company's profit distribution policy
According to the company "Articles of Association" states:
Article 240 The company's profit distribution policy and profit distribution plan drawn up by the Board of Directors and deliberation,
The Board should consider the company's industry characteristics, stage of development, their business model to profitability
And whether there is a significant factor in capital expenditure arrangements, distinguishing circumstances and in accordance with the procedures specified in t
Cash dividend policy alienation. Independent directors may also solicit the views of minority shareholders, the proposed dividend proposal, and
Directly submitted to the Board for consideration.
Board policy on profit distribution and profit distribution plan submitted to the shareholders' meeting after the formation of the resolution. independent
Profit Distribution Policy and Profit Distribution Plan for directors to respond to draw the shareholders' meeting for review and issue out
Indeed written comments. General meeting of shareholders to consider the specific cash dividend ago, the company should be in a variety of canal
Road initiative to communicate and exchange with the shareholders, especially minority shareholders, to fully listen to the views of minority shareholders and v
Seek, and timely responses to issues of concern minority shareholders.
After the shareholders 'meeting to decide on the profit distribution plan, the Board of Directors to convene a shareholders' meeting
2 Complete distribution matters dividend (or share) within months.
Article 241 To implement continuous, stable, positive profit distribution policy, the importance of shareholders
A reasonable return on investment. According to company earnings, from reality, taking into account the company's immediate interests and long-term benefits
Benefits, or to take cash and stock dividends, cash dividends and give priority to the way.
In principle, the company's annual earnings in cash dividends. The company may distribute interim assignment. Corporate profits
Allocation should satisfy regulatory requirements or requirements, not to exceed a total distributable profit, can not affect the company's continuing operations
force. If the company's profit in the previous fiscal year, but the board at the end of the previous fiscal year has not proposed
Cash distribution plan, the company shall explain the reasons for not participating in the annual report, dividend funds are not used for
Retained use the company's independent directors should also be independent opinions on this.
The last three years the cumulative distribution of cash profits of not less than annually the last three years can be divided into achievable
With thirty percent profit, specific dividend each year to meet business and development needs of the company,
Made according to the annual profitability and future planned use of funds and so on.
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Such as any of the following situations, and by the shareholders attending the shareholders' meeting of the two-thirds
When the above, the Company may make adjustments or changes to the foregoing profit distribution policy:
(A) the relevant laws and regulations occur when changes or adjustments;
When (b) net capital and other risk control indicators appear early warning;
When deterioration (III) operating conditions;
(D) The Board proposes adjustment.
The company's profit distribution policy is really necessary adjustments as needed operations and long-term development, the adjusted profit
Profit distribution policy shall not violate the relevant provisions of regulatory authorities. Cash dividend policy adjustments, stocks
East Assembly should vote on the bill to provide Internet voting, shall be approved by shareholders attending the general meeting of shareholders
2/3 or more, and investors should listen to the views of the public, in a timely manner to respond to public concern to investors
problem.
The company should be disclosed in accordance with the relevant provisions in the annual report of the development dividend policy, and the implemen
The relevant circumstances. Involving cash dividend policy adjustments or changes, should detail adjustments or changes
Whether the conditions and procedures for compliance, and transparent.
Article 242 If the company's rapid revenue growth, and the Board believes the company's stock price
Does not match the size of the grid and the company's share capital, the Board of Directors may on the basis of cash dividends on the proposed stock dividend
Distribution plan. It shall be submitted to the Board resolution on the distribution of stock dividends shareholders' meeting, and report to the China Securities
Regulatory Commission and other relevant authorities for approval.
Second, the last three years of profit distribution
the company 2016 year, 2017 Years and 2018 Annual cash dividend as follows:
Dividend annual consolidated Net profit attributable to

Cash dividends amount
Dividend per year 10 Number of shares dividend (yuan) statements attributable to ordinary accounting ratios ordinary
(Tax included) (RMB) (tax included)
shareholders of listed companies net profit
shareholders
(yuan) of listed companies in the consolidated f
2018 1.5 1,725,255,000.00 5,211,093,198.87 33.11%
2017 2.3 2,645,391,000.00 8,618,423,293.06 30.69%
2016 2.2 2,530,374,000.00 8,043,334,519.30 31.46%
The last three years cumulative cash dividend amount 6,901,020,000.00
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The last three years the average annual net profit attributable to equity holders 7,290,950,337.08
The last three years cumulative cash dividend amount / the last three years the average annual net profit attributable to equity holders 94.65%
Note: Sixth Board of Directors for consideration by the thirty-sixth meeting 2018 Profit distribution plan, the profit distribution plan still need to be
implemented after the shareholders' meeting.
Third, the company's undistributed profits to use arrangements
(A) the use of retained earnings
The last three years, the company's retained earnings as part of the company's business development funds for the company to meet
Net capital requirements.
After the company's non-public offering is completed, the old and new shareholders by the company prior to the sharing of non-public offering roll
Deposit retained earnings.
(B) the next three years shareholder return plan
Considering the company's profitability, strategic planning, shareholder returns, securities companies risk control
System monitoring indicators, the social cost of capital and external financing environment and other factors related to China Securities Regulatory Commission
Seeking to develop a "Haitong Securities Co., Ltd. the next three years ( 2018-2020 Years) shareholder return plan, "
The main contents are as follows:
1 In compliance with laws and regulations, regulatory documents and the relevant provisions of the "Articles of Association" and the above cash points
Red case conditions, the next three years ( 2018 year- 2020 In) the cumulative distribution of cash profits
No less than the next three years to achieve an average annual distributable profits 30% .
2 Such as company operating in good, steady growth in revenue and net profit, and the Board believes that taking
Stock dividend distribution of profits manner consistent with the long-term development needs and when the interests of all shareholders as a whole can be imp
The adoption of proposed stock dividend approach to the distribution of profits.
Using stock dividend to distribute the profits, we should give full consideration to the company's growth, net assets per share diluted, etc.
Real reasonable factors, and meet the "Articles of Association" and above the cash dividend distribution requirements and ensure equity of the company
Under the premise of reasonable size, based on the accumulated profits available for distribution, fund and cash flow to distribute the profits.
Companies in determining the specific amount and proportion of distribution of profits in the stock way, should ensure compliance with all distribution plan
Overall interests and long-term interests of shareholders.
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3 , Profit distribution plan by the Board of Directors in accordance with laws, regulations and related regulatory documents and "public
The provisions of the Articles of Association, "the combined company's earnings, capital requirements and shareholder return plan, carefully studied and
The company demonstrated the timing of cash dividends, the conditions and the lowest proportion formulate conditions on an adjusted basis, independent direc
Things should be independent opinion submitted for consideration by the Board of Directors after consideration shareholder approval. Independent directors ma
To seek the views of minority shareholders, the proposed dividend proposal, and directly submitted to the Board resolution.
When the general meeting of shareholders to consider allocating specific programs for profit, should take the initiative through various channels and spe
Do minority shareholders to communicate and exchange (including, but not limited to telephone, fax, letter, e-mail, public
Investor Relations interactive platform, etc. on our website), and effectively protect the public shareholders attending the general meeting of shareholders
The right to fully listen to the views and aspirations of minority shareholders, minority shareholders and timely response to questions of concern.
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Section VI The development of non-public row row A Diluted shares and immediate return of risk warning
Measures to fill
According to the "State Council on the protection of the legitimate rights and interests to further strengthen the capital market of small investors
The opinions "(Guo Ban Fa [ 2013] 110 Number), and the China Securities Regulatory Commission, "About starting and refinancing, major
Diluted immediate return on asset restructuring guidance on matters "(CSRC Announcement [ 2015] 31 No.) and other provisions
Requirements to protect the interests of small investors, the company this non-public offering A Shares matters spot
Dilutive impact of the return of a careful analysis, according to the relevant provisions proposed to be diluted to fill the spot back
Reported specific measures:
First, after the completion of this offering, the Company's change in earnings per share
The non-public offering of the company's total share capital of the former 11,501,700,000 Shares, this does not exceed the number of issued shares
Live 1,618,426,236 Shares (including), after completion of this offering, the company's share capital and net assets would have a more substantial
Degree increase.
(A) The principal assumptions and premises
1 , Assuming this issue in 2019 year 11 month 30 Recently completed, the predicted time is only used to calculate this hair
Row. Dilutive effect immediate returns, final time and approved by the China Securities Regulatory Commission issued the actual completion time
quasi.
2 , Assuming that the number of this offering is expected to be 1,618,426,236 Share, raising total funds 200 Billion, not test
Consider the impact of issuance costs.
3 , 2018 Attributable net profit realized to equity holders 521,109.32 Million, assuming that 2019
Attributable to owners of the parent net profit 2018 Annual growth, respectively, 20% , And fall flat 20% That sub
Do as follows: 625,331.18 Million, 521,109.32 Million, 416,887.46 Million.
Analysis of the above assumptions about the value of profits does not constitute a company 2019 Profit forecast annual profit, in fact,
Now national macroeconomic policy depends on many factors, such as changes in the health of the stock market, there is uncertainty
Sex. Investors should not make investment decisions accordingly, investors make investment decisions accordingly losses of the company
We are not liable.
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4 The company ended 2019 year 12 month 31 2011 attributable to equity shareholders of the parent company = 2019 Attributable to equity
Opening balance of shareholders' equity + 2019 On the net profit attributable to shareholders' equity + changes the current situation (such as
There are) - the current allocation of cash dividends.
The above data do not represent the company's net assets 2019 Forecast year-end net assets.
5 After not consider this issue to raise funds credited into account, the company's production management, financial status (such as Camp
Impact of industry revenue, financial expense, investment income, etc.).
6 When the net assets of the forecast issued by the Company, in addition to not consider the allocation of funds raised, net income and profit
Impact on the net assets of other factors outside.
(B) the impact on the company's earnings per share and weighted average ROE analysis
Based on the above assumptions and premises, the company estimates this issue of basic earnings per share and weighted average of the company
The net effect of both return on assets:
Compare before and after the issue ( 201 9 year/ 2019 year 12 month 31 day)
2018 year/
project
2018 year 12 month 31 day The pre-release After this offering (without regard to any
He equity investment benefits)
Period, its total share capital (shares) 11,501,700,000 11,501,700,000 13,120,126,236
2018 End net assets attributable to

11,785,857.47
parent company (million)
2018 Annual cash dividends

172,525.50
(million)
The total funds raised (million)

2,000,000.00
The number of issued shares

1,618,426,236
(shares)
Suppose a situation: company 2019 Annual net profit attributable to shareholders 2018 Annual growth 20% , which is 625,331.18
Ten thousand yuan
Closing shareholders' equity

11,785,857.47 12,238,663.15 14,238,663.15
attributable to the parent company (million)
Basic earnings per share (RMB / share) 0.45 0.54 0.54
Diluted earnings per share (RMB / share) 0.45 0.54 0.54
Net assets per share (yuan / share) 10.25 10.64 10.85
Weighted average return on net

4.42 5.21 5.13
assets (%)
Suppose Case 2: Company 2019 Annual net profit attributable to shareholders 2018 Annual unchanged, namely 521,109.32 Ten thousand yuan
End of period attributable to parent company 11,785,857.47 12,134,441.29 14,134,441.29
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Compare before and after the issue ( 201 9 year/ 2019 year 12 month 31 day)
2018 year/
project
2018 year 12 month 31 day The pre-release After this offering (without regard to any
He equity investment benefits)
Shareholders' equity (million)

4.42 4.36 4.30
assets (%)
Suppose Case 3: company 2019 Annual net profit attributable to shareholders 2018 Annual decline 20% , which is 416,887.46
Ten thousand yuan
Closing shareholders' equity

11,785,857.47 12,030,219.42 14,030,219.42
attributable to the parent company (million)

4.42 3.50 3.45
assets (%)
Note: The formula for calculating earnings per share and weighted average return on net assets in accordance with the requirements "on starting and
refinancing, major asset restructuring diluted immediate return guidance on the matter," the China Securities Regulatory Commission and the development of
"public offering of securities company information disclosure rule 9 No. - calculate return on equity and earnings per share and disclosure requirements "in the calculation.
After the above estimates, without considering the premise of raising capital efficiency, completion of this offering, the public
Division of common shares of the total share capital will increase by about 14% , This calculation, the company 2019 Net profit attributable to shareholders of th
If an increase of about profits 1.2% , You can maintain the basic earnings per share will not be diluted. According to the above three cases
Estimates, the company 2019 Net profit attributable to the parent company 2018 Annual data up 20% Love
Form a company will not be diluted immediate return; in 2019 Two and the next fiscal year net profit was flat year on year situation
drop 20% The Case 3, the company returns are diluted spot.
Second, this investment projects with the company's existing business relationships and raise investment company engaged i
Head the reserves in terms of personnel, technology, market, etc.
Relationship (a) The investment projects with the company's existing business
The total offering to raise funds not exceeding 2,000,000 Million (including), net of issuance costs of raising capital
Net gold will be used to increase the company's capital.
After the completion of this offering, the company's main business remains unchanged, after the completion of the implementation of Haitong Securities
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Will further enhance the capital strength, will help the company further develop and expand, enhance the company in the territory, territory
Outside of core competencies, expand business scale, enhance domestic and overseas market competitiveness and risk-resisting ability.
(B) the company's existing business segments operating status and development trend
2016 year, 2017 Years and 2018 , The company achieved operating income 2,801,101.46 Million,
2,822,166.72 Million and $ 2,376,501.46 Million, attributable to the parent company's net profit 804,333.45
Million, 861,842.33 Million and $ 521,109.32 Million.
The company formed a cover securities and futures broking, investment banking, asset management, PE Investment, alternative investments,
Financial Services Group, the company's overseas business is a subsidiary of Haitong International Certificate multiple business areas such as finance lease
Voucher Group Co., Ltd., Hong Kong has become an important local investment bank.
(III) in the reserve of equity investment projects in terms of personnel, technology, market, etc.
Since its establishment, the company attaches great importance to attract talent, motivate, train and employ, set up a tool
We have a high degree of professionalism and deep expertise of highly qualified personnel, as 2018 End, the company's total person
number 10,391 People, including college degree or above accounted for 90% about. In addition, the company attaches great importance to staff training,
According to the company through Tuohai School of wealth management platform, fully integrated external training resources, build in line with the company's d
Training system demand for the company's development strategy and enhance organizational performance talents provide a strong support.
On the technical side, the company adhere to the "unified management, self-control, integration of business, leading the development of" Section
Technical guidelines, by continuing to enhance the production run, software development, technology management three central capability for real
Now the company strategy to build China a benchmark investment bank to provide comprehensive support.
In the market, after 30 Years of development, Haitong Securities has become a leading large-scale comprehensive securities
The company, the company's brokerage business customer base is strong, ranking the forefront of the investment banking industry, asset management busines
Initiative under management continued to improve, private equity investment business scale and profit contribution to the industry-leading businesses in Hong K
Ranking first in the industry data, financing and leasing business, research services is an industry leader, the company's overall
With strong market competitiveness and further enhance the company's competitive advantage through this non-public rows.
Third, this non-public offering of shares diluted immediate return of risk warning
After the funds raised, the company's total share capital and net assets will increase accordingly. But the fund-raising
It requires a certain period of use produce benefits, in the case of the company's total share capital and net assets have increased, if the company does not
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To business scale and profit growth failed to generate a corresponding amplitudes, expected short-term earnings per share and weighted
The average rate of return on net assets indicators will appear certain level of decline, after the raised funds shareholders spot
There is the risk of being diluted in return, Teti please investors of investment risks.
Fourth, to fill the company intends to take immediate concrete measures to be diluted in return
(A) to raise funds to strengthen management and improve efficiency in the use of funds raised
The company has been in accordance with the "Securities Act", "Measures for the Administration issued securities of listed companies", "Shanghai Stoc
"Requirements and other laws, regulations and other regulatory documents and" easy-listed public companies to raise capital regulations
The Articles of Association "provisions formulated" to raise funds management system ", to raise funds for storage, use, invest
Change and supervision of the use of detailed provisions.
The issue proceeds will be deposited in a special account established by the Board of Directors approved (hereinafter referred to as
" Raise funds accounts " ), Fund-raising accounts shall not be stored or non-raised funds for other purposes. The company will
And the sponsor, storage of commercial banks to raise funds tripartite regulatory agreement signed by the sponsor, Bank Account
Line with the company to raise funds for supervision; the same time, the company will raise funds for internal audit to
Inspect and supervise the use of funds raised; when the annual audit, the company will hire an accounting firm to raise funds
Deposit and issue a verification report.
(B) optimize revenue structure, to maintain an appropriate level of leverage, promote ROE upgrade
The investment projects around the company's main business, in line with the company's development strategy. The raised capital
The use of gold, will help the company seize the favorable opportunity of the securities industry transformation and upgrading, to further optimize revenue knot
Structure, strengthen the company's capital intermediary business ability, speed up innovation business bigger and stronger, increase cross-border competition
Fight force, to reduce business risk, improve sustainable profitability and sustainability.
After the non-public offering to raise funds in place, the company will accelerate to raise funds, while taking advantage of
Leverage to raise funds to strengthen the company's debt capacity, expand its asset scale and further improve the investment banking,
Information management business, investment business and other traditional business scale and increase capital intermediary, innovative services such as inte
So as to further enhance the company's return on equity, a better return on our shareholders.
(Iii) continue to improve corporate governance, strengthen risk management measures
The company will be based on requirements of the "Company Law", "Securities Law", the relevant laws and regulations of China Securities Regulatory C
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Relevant provisions of the Exchange Listing Rules, and constantly improve the corporate governance structure to ensure the company's standard operation, pu
Corporate governance scientific, standardized and transparent. In addition, the company's future will continue to strengthen comprehensive risk management s
Continuously improve credit risk, risk management capacity in the area of risk, operational risk, liquidity risk and other markets,
Strengthen risk prevention and control of key areas, continue to do a good job in key areas of risk identification, measurement, monitoring, disposal and
Report comprehensively improve the company's risk management capabilities.
(Iv) strict implementation of the company's profit distribution policies to ensure stable returns to shareholders
According to China Securities Regulatory Commission has "pass on the further implementation of the listed company's cash dividend related matters
Knowledge "and" Guidelines of Listed Company Supervision 3 No - cash dividends of listed companies "and called for the development of the" Articles of
Cheng "in the relevant provisions on the distribution of profits. At the same time, the company 2017 Annual General Meeting adopted the "not
To three years ( 2018 - 2020 Years) shareholder return plan, "plan yearly distribution of dividends to shareholders in cash
Not less than the profits available for distribution in the current year 30% .
The last three years, the company's annual dividend Amount% of the year's profit available for distribution to investors surpassed
30% . The company's future will continue to attach great importance to the protection of shareholders' equity, profit distribution policy to maintain the continuity
And stability, adhere to create long-term value for our shareholders.
Commitment Five, directors, senior managers and controlling shareholders
Commitment (a) directors, senior management staff
To ensure the company's continued ability to return, to ensure the effective implementation of measures to fill in return, directors, high
Level executives issued the following commitments:
1 Promise not free or unfair conditions to transfer benefits to other units or individuals, not using it
It is the way damage the interests of the company;
2 Commitment to duty constrain consumer behavior;
3 Commitment not to use the assets of the company in its duties unrelated to investment and consumption activities;
4 Commitment set by the Board or the Nomination and Remuneration Committee The Remuneration and Corporate Assessment filled return
Implementation of the measures linked;
5 , Announced the company intends to exercise incentive stock options if the company's subsequent launch of equity incentives, commitment
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The implementation of conditions with the company to fill the return measures linked.
Commitment (b) the controlling shareholder of
The company shareholders are more dispersed, controlling shareholders do not exist around this issue. Therefore, there is no
The case of the controlling shareholder of intervention operations, occupation interests of the company.
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Section VII Risks associated with non-public offering of shares issued
Investors in this evaluation of the company non-public line, in addition to the other information provided by the plan, should be special
Do not give serious consideration to the following risks:
First, the macroeconomic and capital market volatility risk of decline in operating results
China's capital market affected by the overall economic development, macroeconomic policy, international economic environment, industry monitoring
CANAL investment policy and psychological factors, there is a certain periodicity. At present, China securities business of the company
Including securities brokerage, investment banking, proprietary trading, margin trading and asset management business,
On the capital market long-term and short-term market development are dependent and there is a strong correlation, thus rendered by
Results of operations also has a strong volatility. If future macroeconomic downturn in the stock market a long time
Cycle or severe adverse short-term market fluctuations occur, may cause the Company's operating results and profitability by
Negative Effects.
Second, industry competition risk
In recent years, the securities industry increasingly competitive, especially in the brokerage business represented by the traditional intermediary channe
Type of business, the homogenization of serious competition will be further intensified. On the one hand, in recent years Shenwan Hong source, Oriental
Securities, Huatai Securities, Guotai Junan and other companies have passed the non-public offering and H share IPO Etc., by
A strong capital strength and expand business scale and enhance competitiveness. On the other hand, as the financial markets
The competition, banking, insurance, funds, trust companies take advantage of their customers, the advantages of gradually into the channel areas
The asset management and other related business areas. In addition Internet penetration fast break past financial securities companies canal
Road coverage and regional advantages, but also will promote include brokerage, asset management, investment banking,
Business services and research cross-product integration, to promote the securities industry is becoming more competitive.
In addition, China's accession WTO After that, opening up the domestic securities industry accelerating trend. Many foreign
Funded securities companies through the formation of joint venture securities companies to enter China's securities market. Compared to the domestic securitie
Securities companies have a more extensive management experience, more extensive international marketing network, more strong capital strength,
A more powerful influence on the market. Opening up the case for the securities industry, domestic securities companies will face more
Intense competition, the risk of loss of customers and market share decline.
Third, the policy of legal risks
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At present China's securities industry form a centralized national law on the securities market to China Securities Regulatory Commission
Supervision and management of the main, the Securities Industry Association and other self-regulatory organizations and exchanges on Members to implemen
Li system. Securities industry has formed the "Securities Act", "Supervision and Regulation of Securities Companies" set include,
"Securities Risk Disposal Ordinance", "Securities Risk Control Indexes" and other laws and regulations
Regulatory system, the company's business in the securities business license, business supervision, daily management and risk prevention and staff
Management, by the Commission and other regulatory bodies strictly regulated. The future, if the company violates the regulations in business
Given, taken regulatory initiatives or regulatory penalties, will adversely affect the company's reputation, thereby affecting
The company's future performance and development.
Meanwhile, as China continues to accelerate the process of building the rule of law, increasing the degree of capital market regulation, supervision body
Improvement, the introduction of relevant laws and regulations of the Department, repeal and amendment of relatively frequent, if the company does not promp
Note these changes, it may pose a risk to business.
In addition, if the relevant national legislation on the economic field, regulations and policies, such as fiscal and monetary policy,
Interest rate policy, tax policy, business license, business fees and other changes may result in securities city
Fluctuations and changes in the field of environment for the development of the securities industry, which may have a greater shadow of the company's busines
ring.
Fourth, the business risk
(A) wealth management business risk
1 Risk, trading commissions income decline
Trading commissions income mainly depends on trading commission rates and transaction size and other factors. With public securities
Division set up business subject qualification of gradual liberalization, financial development and the Internet " A person a " Restrictions take
Consumers, accounts of off-site promotion, further intensified competition in the industry. Such as stock trading volume sharply lower by the market impact
Down, the competition Securities and Exchange commission rate of decline could lead the company to compete in the field of wealth management business
Force is affected, thereby affecting the company's profitability and operating performance.
2 Financing risks associated with business class
Corporate finance business class including margin trading business, agreed to buy-back shares pledged securities trading and back
Purchase business. In carrying out the relevant course of business, the company is facing due to the customer or counterparty default and so on and made
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To risk of loss. Currently, the industry's financing business class and generally in the initial stage of development, and if the company financial
Owned business class rapid rate of expansion may lead due to the risk control measures not in place in time, and the risk of bad debts
And liquidity risk; if the company fails to maintain and expand market share, expand quality customers in market competition,
Or lack of reserve funds, financing business class shrinking revenue decline of possible risks.
(2) Investment banking risks
Investment banking services including equity financing, debt financing, mergers and acquisitions business,
Financial advisory services and so on. The main risk faced by the sponsor and underwriting risk. With the transformation of regulatory policy, the Company vote
Chinese bank business in the risks and responsibilities increase.
Company to carry out investment banking business, there may be failing to do due diligence, due diligence can not
Bit file open call in information disclosure is true, accurate, flawed integrity and by securities regulators
Risk organization punishment; there may be due to the listing of enterprises poorly designed for enterprise development prospects
Misjudged, leading to release failure suffer the risk of loss of reputation; issuance of securities pricing may not exist
Reasonable design does not meet the terms of the bond investor demand, or there is a deviation to judge the market, the timing of the election issue
Optional underwriting risk resulting from improper; there may also be illegal business contract process caused by improper commitment
Or default risk.
(C) the trading business risk
The company's trading business includes its own funds to carry out equity securities, fixed income securities, derivatives
Trading financial instruments and direct equity investments. If the future market to weaken the stock market, the company will pay
Easy to bring business performance adversely affected, thus affecting the company's overall profitability.
In addition, the research firm trading business investment staff in the selection of investment products and specific investment target of less than
Bit, decision-making incorrect investment timing is inappropriate, improper operation and other factors may have on the company's trading business
And adversely affect the company's overall operating performance and financial condition.
(Iv) asset management business risk
The three main platform for the company's asset management business, including Shanghai Haitong Securities Asset Management Co., Ltd., Fu
State Fund Management Co., Ltd. and Fortis Haitong Investment Management Limited. Asset management business is mainly due to performance-driven
Factors including management fees and performance fees, investment income and so on. The market continued to decline in the stock market will likely affect
Investors and holders of subscription enthusiasm and willingness of financial products, resulting in lower financial products company assets
51
Drop, making the company's asset management business reduced management fee income. The market continued to fall will result in products
Lower yields will result in reducing the company's asset management business performance fees and fee income, which will
Asset management revenue adversely affected.
(E) financial leasing business risk
Finance lease financing, trade financing was a combination of industry, so the industry development and macroeconomic and financial
Closely related to the funding environment. If the macroeconomic slowdown in real economic growth will reduce demand for financial leasing services,
Which may lead to slower growth in leasing business; if tight financing environment will improve the financial management of funds
The cost of capital, which may result in financial leasing profitability decline.
(Vi) Overseas business risk
The company by Haitong International Securities Group Limited, Haitong banks overseas wealth management, investment
Banking, trading and asset management businesses and institutions. The main performance drivers of overseas business, including brokerage commissions,
Underwriting and sponsorship fees, consultant fees, interest income and asset management fees. If the global economic situation continued unrest
Or weaknesses, policy adjustments related business, the company's overseas business performance may decline situation arise.
Fifth, financial risk
Capital-intensive securities industry determine the characteristics of the securities companies must maintain a good liquidity, and with
Preparation of diversified financing channels, to guard against potential liquidity risk. Due to the large-scale self-employed business, like credit
The rapid development of business and other reasons, the company's course of business vulnerable to macroeconomic policies, changes in the market, busine
Affect household credit and other factors, and may be due to a mismatch of assets and liabilities caused liquidity risk.
Sixth, the information technology risk
Our main businesses are highly dependent on electronic information systems, the need for accurate and timely processing large volumes of transaction
And storage and processing large amounts of business data and operations. IT systems and business operations of securities companies
An important carrier management, information technology system security, stability and efficiency of the securities company's business development vital
important. If the company's information systems hardware failure, software crash, disruption of communication lines from viruses and
Hacker attacks, data loss and leakage and other emergency situations, or timely and effective manner to improve or upgrade caused due to failure
The IT system failure could affect the company's reputation and quality of service, or even bring the economy
Losses and legal disputes.
52
Seven, non-public stock issuance examination and approval of risk
The non-public offering of shares is subject to the shareholders' meeting, China Securities Regulatory Commission and nuclear need
quasi. There are uncertainties related to the ability to obtain approval or approval, and the final approval and approval of time.
Eight, the spot return dilution risk
The non-public offering to raise funds to replenish capital, improve the comprehensive competitiveness of the company. However
And, gradually put into investment projects and produce benefits of the process will take some time and, in fund-raising
Before benefits generated by the project, the company realized profits and shareholder returns is still mainly rely on the existing business. In the company's tota
And the case of the net assets are on the rise, the earnings per share and weighted average rate of return on net assets in return spot
Financial indicators of the risk of being diluted in the short-term memory.
53
Section VIII Other items requiring disclosure
The non-public offering no other items requiring disclosure.
54

案例 2019 04-26-600837.SH 600837海通证券非公开发行A股股票预案（修订稿）.Zh CN.en

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案例 2019 04-26-600837.SH 600837海通证券非公开发行A股股票预案（修订稿）.Zh CN.en

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Stock name: Hai Tong Securities ( A share) Stock code: 600837.

Haitong Securities Co., Ltd. non-public

offering A Shares plan (revised version)

Twenty Siyue 2019

In the false records, misleading statements or material omissions.

Ming are false statements.

Way to determine the price.

The higher of net asset value per share of the East.

Prices after the interest rate adjustment.

The output value will be adjusted accordingly.

The same subscription price.

No. Investment projects Proposed investment

total Does not exceed 200 One hundred million yuan

The issue will not lead to a change in corporate control.

Old and new shareholders after the completion of the share.

Distribution policy and implementation. "

table of Contents .................................................. .................................................. .......................................... 6

DEFINITIONS .................................................. .................................................. .......................................... 8

Section The non-public offering A Shares program outline .................................................. .............................. 9

First, the basic situation of the issuer .................................................. .................................................. ........... 9

Fourth, this non-public offering plan outlined .................................................. ........................................... 11

Fifth, to raise funds and invest in the number of .................................................. .................................................. . 13

Sixth, this issue constitutes a connected transaction .................................................. ....................................... 14

Seven, this issue is causing a change in corporate control .................................................. ................... 14

First, the basic situation of the subject issued .................................................. .................................................. . 15

First, the non-public offering to raise funds plan .................................................. ........................... 29

Second, the necessity of this non-public offering .................................................. ........................................... 31

Third, the non-public offering of feasibility .................................................. ........................................... 34

Section V Profit distribution policy and implementation ............................................ .................................................. . 38

First, the company's profit distribution policy .................................................. .................................................. ..... 38

Second, the last three years of profit distribution .................................................. ........................................... 39

Third, the company's undistributed profits to use arrangements .................................................. ....................................... 40

projects in terms of personnel, technology, market, etc. .................................................. .................................................. ..... 44

Second, industry competition risk .................................................. .................................................. ............. 49

Third, the policy of legal risks .................................................. .................................................. ............. 49

Fourth, the business risk .................................................. .................................................. ............. 50

Fifth, financial risk .................................................. .................................................. ..................... 52

Sixth, the information technology risk .................................................. .................................................. ............. 52

Eight, the spot return dilution risk .................................................. .................................................. ..... 53

Section VIII Other matters necessary disclosures ............................................ .................................................. ..... 54

Issuers, Haitong Securities Company,

Shanghai Guosheng Group Finger Shanghai Guosheng (Group) Co., Ltd.

Guangming Group Finger Bright Food (Group) Co., Ltd.

Shanghai Electric Group Finger Shanghai Electric (Group) Corporation

The issue, this non-public offering

China Securities Regulatory Commission Finger China Securities Regulatory Commission

"Company Law" Finger "People's Republic of China Company Law"

"Securities Law" Finger "Securities Law of People's Republic of China."

"company policy" Finger "Haitong Securities Co., Ltd. Articles"

yuan Finger Yuan

First, the basic situation of the issuer

Chinese name: Haitong Securities Co., Ltd.

English name: HAITONG SECURITIES CO., LTD.

Registered capital: 1,150,170 Ten thousand yuan

Legal representative: Zhou Jie

Registered Address: Guangdong Road, Shanghai 689 number

Stock name: Hai Tong Securities ( A share, H share)

Stock code: 600837.SH , 6837.HK

company website: http://www.htsec.com

Unified Social Credit Code: 9131000013220921X6

Second, the non-public offering of the background and purpose

An important part of capital market power.

The Competition and competitive differentiation of the key elements.