Guotai junan securities

Securities code: 60 12 1 1 Securities abbreviation: Guotai Junan AnnouncementNo.: 20 16-094.

Guotai junan securities co., ltd

Announcement on the Resolution of the Fifth Interim Meeting of the Fifth Board of Directors

The board of directors and all directors of the Company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and they shall bear individual and joint responsibilities for the truthfulness, accuracy and completeness of its contents.

1. The proposal on reducing the issuance scale of A-share convertible corporate bonds and adjusting the relevant provisions of the issuance plan accordingly has been passed.

Adjust the convertible corporate bond issuance plan for public offering of A shares, and the issuance scale will be adjusted from "no more than 8 billion yuan (including 8 billion yuan)" to "no more than 7 billion yuan (including 7 billion yuan)". Other provisions in the original plan remain unchanged.

Voting result: 15 votes in favor, 0 votes against and 0 abstentions.

For details of the original plan, please refer to the Announcement of Resolutions of the Eighth Meeting of the Fourth Board of Directors of Guotai Junan Securities Co., Ltd. (Announcement No.20 16-024), which was announced by the Company on April 25th, 20 16.

According to the Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle the Public Issuance of A-share Convertible Corporate Bonds, which was deliberated and adopted at the 20 15 Annual General Meeting of Shareholders, the proposal on adjusting the relevant provisions of the issuance plan does not need to be submitted to the General Meeting of Shareholders for deliberation.

Two. The proposal on revising the company's public offering of A-share convertible corporate bonds was passed.

Voting result: 15 votes in favor, 0 votes against and 0 abstentions.

For details of the original plan, please refer to the Announcement of Guotai Junan Securities Co., Ltd. on Public Offering of A-share Convertible Corporate Bonds (Announcement No.20 16-026), which was announced by the company on April 25, 20 16. For details of the revised plan, please refer to the Announcement of Guotai Junan Securities Co., Ltd. on Public Offering of A-share Convertible Corporate Bonds (Revised Draft).

According to the Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle the Public Issuance of A-share Convertible Corporate Bonds, which was deliberated and adopted at the 20 15 Annual General Meeting of Shareholders, this proposal to revise the plan of the issuance plan does not need to be submitted to the General Meeting of Shareholders for deliberation.

Three. The proposal on revising the feasibility report on the use of funds raised by the company's public offering of A-share convertible corporate bonds was passed.

Voting result: 15 votes in favor, 0 votes against and 0 abstentions.

The original text of the feasibility analysis report of raised funds can be found in the Feasibility Report on the Use of Funds Raised by Guotai Junan Securities Co., Ltd. for Public Offering of A-share Convertible Corporate Bonds announced by the company on April 25th, 20th16th. For the revised feasibility report of raised funds, please refer to the Feasibility Report on the Use of Funds Raised by Guotai Junan Securities Co., Ltd. for Public Offering of A-share Convertible Corporate Bonds (Revised Draft) disclosed on the same day of this announcement.

According to the Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle the Public Issuance of A-share Convertible Corporate Bonds, which was deliberated and adopted at the 20 15 Annual General Meeting of Shareholders, this proposal does not need to be submitted to the General Meeting of Shareholders for deliberation.

Four. The Proposal on Revising the Diluted Immediate Return and Filling Measures of the Company's Public Offering of A-share Convertible Corporate Bonds was passed.

Voting result: 15 votes in favor, 0 votes against and 0 abstentions.

For details of the original plan, please refer to the Announcement of Guotai Junan Securities Co., Ltd. on Diluted Immediate Return and Filling Measures for Public Offering of A-share Convertible Corporate Bonds (Announcement No.20 16-027), which was announced by the company on April 25th, 20th16th. For details of the revised diluted spot return and listing method, please refer to the Measures of Guotai Junan Securities Co., Ltd. on Diluted Spot Return and Listing of Public Offering of A-share Convertible Corporate Bonds.

It is hereby announced.

Board of Directors of Guotai Junan Securities Co., Ltd.

20 16 . 12 . 13

Securities code: 60 12 1 1 Securities abbreviation: Guotai Junan AnnouncementNo.: 20 16-095.

Guotai junan securities co., ltd

Thoughts on reducing the holdings of A-share convertible corporate bonds

And announce the corresponding adjustment of the issuance plan.

Guotai Junan Securities Co., Ltd. (hereinafter referred to as "the Company") deliberated and passed the relevant proposal on the public offering of A-share convertible corporate bonds (hereinafter referred to as "convertible bonds") at the 20 15 annual general meeting held on May 9, 2006.

According to the actual situation, the company adjusted the issuance plan of public convertible bonds, reducing the issuance scale from "no more than 8 billion yuan (including 8 billion yuan)" to "no more than 7 billion yuan (including 7 billion yuan)", and other terms in the original plan remained unchanged.

20 16 12 12, the fifth interim meeting of the fifth board of directors of the company reviewed and approved the above matters. According to the Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle the Public Issuance of A-share Convertible Corporate Bonds, which was deliberated and adopted at the 20 15 Annual General Meeting of Shareholders, the above matters need not be submitted to the General Meeting of Shareholders for deliberation.

Securities code: 60 12 1 1 Securities abbreviation: Guotai Junan AnnouncementNo.: 20 16-096.

Guotai junan securities co., ltd

Public offering of A-share convertible corporate bonds

Announcement on Planning Modification

20 16 12 12, the fifth interim meeting of the fifth board of directors of the company reviewed and approved the Proposal on Submitting and Revising the Company's Plan for Public Issuance of A-share Convertible Corporate Bonds. According to the actual situation, the company has revised the plan for the public offering of A-share convertible corporate bonds, and now the main revised contents are announced as follows:

Securities code: 60 12 1 1 Securities abbreviation: Guotai Junan AnnouncementNo.: 20 16-097.

Guotai junan securities co., ltd

Announcement on Diluted Immediate Return of Public Offering of A-share Convertible Corporate Bonds and Its Filling Method (Revised Draft)

Guotai Junan Securities Co., Ltd. (hereinafter referred to as "the Company") deliberated and passed the relevant proposal on public offering of A-share convertible corporate bonds.

(including 7 billion yuan). According to the above situation, in accordance with the Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legal Rights and Interests of Small and Medium-sized Investors in the Capital Market (Guo Ban Fa [2013]10) and the Guiding Opinions on Issues Related to Initial Offering, Refinancing and Diluted Immediate Return of Major Assets Restructuring (CSRC Announcement [20/KLOC-

I. Analysis of the risk of diluting the immediate return of this public offering of convertible bonds and its impact on the company's main financial indicators.

It is estimated that the total amount of funds raised by this public offering of convertible bonds will not exceed RMB 7 billion (including RMB 7 billion), which will be used to supplement liquidity and develop main business after deducting the issuance expenses; The holders of convertible bonds replenish their capital after conversion.

(1) Assumption premise:

1. It is assumed that there are no major adverse changes in the macroeconomic environment, industry development trend and company operation in 20 17 years.

2. Assume that the total amount of funds raised by the issuance of convertible bonds is 7 billion yuan, and the issuance is planned to be completed by the end of the first quarter of 20 17, and all convertible bond holders will be converted into shares by the end of the third quarter of 20 17. The above-mentioned issuance quantity, completion time of implementation of the issuance plan and completion time of share conversion are only estimates, and are ultimately subject to the issuance quantity approved by China Securities Regulatory Commission, the actual completion time of this issuance plan and the actual completion time of convertible bond holders.

3. Assuming that the coupon rate in the first year of this convertible bond is 0.2%, coupon rate only simulates the calculation of interest rate, which does not constitute the actual numerical forecast of coupon rate.

4. Assume that the company's net profit in the fourth quarter of 20 16 is the same as that in the third quarter, and the company's operating income, cost and profit in 20 17 are the same as that in 20 16. This hypothetical analysis does not constitute a profit forecast for the company, and investors should not make investment decisions accordingly. If investors make investment decisions on this basis and cause losses, the Company will not be liable for compensation.

5. Assume that the conversion price of this convertible bond is 19.33 yuan/share. (This price is higher than the average transaction price of the company's A shares in the 20 trading days before February 7, 20 16, and the average transaction price in the trading day before February 7, 20 16). The conversion price is only a simulated calculation price and does not constitute a numerical prediction of the actual conversion price.

6. It is assumed that apart from this issuance, the company will not implement other behaviors that affect or potentially affect the company's total share capital.

7. Assume that all convertible bonds are listed as liabilities in the financial statements after issuance. This assumption is only used to simulate the calculation of financial indicators, and the specific situation is subject to the actual accounting treatment after the issuance.

(II) Based on the above assumptions, the impact of diluted spot return of convertible bonds on the company's main financial indicators is calculated as follows:

■

Note: 1. The above calculation does not take into account the impact on the company's operation after the funds raised by this issuance are received.

2. When predicting the company's net assets after issuance, other factors other than raised funds and net profit are not considered.

The impact of assets.

3. The above earnings per share are calculated according to the Rules for Information Disclosure and Compilation of Public Offering Securities Companies No.9.

Calculate and disclose the return on assets and earnings per share, and calculate the basic earnings per share and dilution respectively.

Earnings per share.

4. Net profit attributable to ordinary shareholders of the parent company (after deducting non-recurring gains and losses) = shares attributable to the parent company.

Dong's net profit (excluding non-recurring gains and losses)-the declared interest of perpetual bonds in this period.

After the issuance of the convertible bonds, the total number of ordinary shares and diluted potential ordinary shares of the company will increase accordingly, and it will take a certain process and time for the company to raise funds to supplement working capital and develop its main business to generate benefits. Therefore, after the issuance of this convertible bond, the basic earnings per share and diluted earnings per share after deducting non-recurring gains and losses may decline.

In the future, the full use of raised funds and the further development of the main business will contribute to the company's earnings per share. At the same time, after the completion of this convertible bond conversion, the company's asset-liability ratio will decline, which is conducive to enhancing the stability and risk resistance of the company's financial structure.

Second, the necessity and rationality of this issue

(1) In order to achieve the strategic objectives of the company, we need perfect capital replenishment channels and strong capital support.

At present, China Securities Regulatory Commission implements a risk control and supervision system with net capital as the core. Under the background of large-scale and intensive development of the securities industry, capital has become the core element of competition among securities companies. 2065438+February 2004, China Securities Industry Association issued the "Guidelines for Liquidity Risk Management of Securities Companies", which increased the requirements of regulatory indicators such as leverage ratio, liquidity coverage ratio and net stable capital ratio, requiring securities companies to increase capital replenishment and prevent liquidity risks. 2065438+In September, 2004, China Securities Regulatory Commission issued the Notice on Encouraging Securities Companies to Further Replenish Capital, explicitly requiring securities companies to pay attention to capital replenishment. In recent years, the company is making continuous efforts to realize the strategic vision of "an integrated financial service provider with local roots, global coverage and important influence". Companies need to expand capital scale, promote innovation and transformation, and implement international development strategy.

(B) Optimize the company's debt structure

(3) The company has the ability to prevent risks.

According to the requirements of the Company Law, Securities Law, Regulations on Supervision and Administration of Securities Companies, Guidelines on Governance of Securities Companies and other laws, regulations and normative documents, the company has established a sound corporate governance structure composed of shareholders' meeting, board of directors, board of supervisors and management, and formed a complete mechanism of deliberation, decision-making and checks and balances among power institutions, decision-making bodies, supervision institutions and management. With the growth of business scale and the development of innovative business, the company will further strengthen risk control and enhance the company's risk prevention ability.

Shanghai New Century gave a credit rating to the convertible bonds issued this time. The main credit rating of the company is AAA, and the credit rating of the convertible bonds issued this time is AAA, which reflects the market's affirmation of the company's ability to guard against various risks, including liquidity risks.

Three. Risk warning of diluted immediate return in this issuance.

After the issuance of convertible bonds, the number of diluted potential ordinary shares issued by the company will increase accordingly, and it will take a certain process and time for the company to raise funds to supplement working capital and develop its main business to generate benefits. Therefore, diluted earnings per share and diluted earnings per share after deducting non-recurring gains and losses may decline after the issuance of convertible bonds. In addition, this convertible bond has a conversion price reduction clause. When this clause is triggered, the company may apply for lowering the conversion price, resulting in an increase in the total amount of newly-increased share capital of this convertible bond conversion, thus expanding the potential dilution effect of this convertible bond conversion on the original shareholders of the company.

Four. The raised funds are invested in the relationship with the company's existing business, as well as the reserves of personnel, technology and market.

The company's public offering of convertible bonds this time raises no more than RMB 7 billion (including RMB 7 billion). After deducting the issuance expenses, all of them are used to supplement the working capital and develop the main business; The holders of convertible bonds replenish their capital after conversion. All the funds raised this time are invested in the company's existing business.

1, personnel

The company has an experienced, professional and enterprising management team, which has experienced the main course and multiple cycles of the development of the securities industry in China, and has rich experience and profound understanding of the securities market and the securities industry. The market-oriented management mechanism is an important guarantee for the company to remain competitive in the market competition. The company attaches great importance to the career development of employees, and accelerates the growth and play a role of key talents through centralized learning, job exchange, job rotation in headquarters business departments, post attachment training in branches and other links.

2. Business technology

The company's existing business system is comprehensive and balanced, its main business is in the forefront of the industry, and its comprehensive business capability is outstanding.

At the same time, the company attaches great importance to the role of information technology in ensuring and promoting business development, continuously increases investment in information technology, and continuously promotes the innovation of securities information technology, forming an industry-leading information technology capability, and is one of the pioneers of information application in the securities industry. Advanced information technology capabilities provide a strong technical guarantee for the safe operation and innovation transformation of the business. In the future, the company will continue to increase investment in information technology and continuously improve its information technology capabilities.

3. Market.

Since its establishment, the company has been adhering to the fine tradition, steady operation and continuous innovation, and its comprehensive competitiveness has always been at the forefront of the industry. In recent years, the company has persisted in promoting innovation and transformation, and its comprehensive competitive strength has steadily increased, further enhancing its competitive advantage. The company's capital scale and profitability have always been in the forefront of the industry. The comprehensive competitiveness that has been in the forefront of the industry for 20 years has created an excellent brand of "Guotai Junan", making "Guotai Junan" one of the most famous brands in the securities industry and the most influential in the market.

To sum up, the company has sufficient reserves in personnel, business technology and market.

Verb (abbreviation of verb) The company takes measures to dilute the immediate return of this public offering of convertible bonds.

(1) The operating conditions, development trends, main risks and improvement measures of the company's existing business segments.

At the same time, the company is engaged in asset management, futures, direct investment and fund management through its wholly-owned subsidiaries Guotai Junan Asset Management, Guotai Junan Futures, Guotai Junan Venture Capital and its holding subsidiary Guolian 'an Fund. Guotai Junan International and its subsidiaries, controlled by Guotai Junan Financial Holdings, a wholly-owned subsidiary, are mainly engaged in securities-related licensed business approved by the competent authorities in Hong Kong; In addition, the company's holding subsidiary, Shanghai Securities, and its subsidiaries are engaged in the securities business approved by the China Securities Regulatory Commission.

Driven by the active securities market, in 20 15, the income of the company's main business, such as securities brokerage, securities credit trading, investment banking, asset management and securities investment trading, increased significantly every year compared with the previous year, which also led to the rapid growth of the company's performance. The company's business system is comprehensive and balanced, and its main business strength is in the forefront of the industry. In 20 15, the company's main business continued to develop, and its comprehensive financial services capacity steadily improved: the company's agency business (including seat leasing) ranked second in the industry, and its market share continued to increase in the past five years; The net income of investment banking ranks third in the industry; Net interest income ranks second in the industry; The trading volume of stock funds ranks third, that of securities underwriting ranks third, that of M&A ranks second, that of margin financing and securities lending ranks second, that of active asset management ranks third, and that of treasury bonds futures and stock index futures ranks 1 and third respectively.

The main risks faced by the company include but are not limited to policy risk, credit risk, operational risk and liquidity risk. In order to cope with the above risks, the company has established a four-level risk management system for the board of directors (including the risk control committee), management (including the risk management committee and the asset-liability management committee), risk management departments, other business departments and branches. The company has formulated the basic system of risk management at the board level, and formulated measures for market risk management, credit risk management, operational risk management and liquidity risk management at the company level according to the types of risks, and formulated corresponding specific risk management rules for various departments and businesses. The company sorted out the expectations and requirements of shareholders, regulators, rating agencies, internal board of directors, senior management and other stakeholders, extracted five core dimensions of development strategy, income stability, solvency, liquidity and compliance, with specific targets of 1 1, and constructed the company's risk preference index system. On the basis of perfecting the overall risk preference, the company uses quantitative risk tolerance indicators to describe the risk boundaries of different dimensions such as overall and large-scale risks. Under the constraint of risk preference and risk tolerance, the company sets limits on key risk indicators and conducts risk monitoring accordingly.

(2) Specific measures to improve the company's daily operation efficiency, reduce the company's operating costs and improve the company's operating performance.

Considering the impact of the issuance of convertible bonds on the dilution of the immediate return of ordinary shareholders, in order to implement the Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legal Rights and Interests of Small and Medium-sized Investors in the Capital Market and the Guiding Opinions on Issues Related to the Dilution of the Immediate Return in Initial Issuance and Refinancing and Major Asset Restructuring, protect the interests of ordinary shareholders and make up for the reduction of the immediate return that may be caused by the issuance of convertible bonds, the company promises to take a number of measures to ensure the effective use of the raised funds, effectively prevent the risk of dilution of the immediate return and improve its future return ability. Specific measures are as follows:

1. Standardize the management of raised funds and improve the efficiency of fund use.

In order to standardize the management and use of raised funds and improve the efficiency of fund use, the Company has formulated and improved the Management System of Raised Funds in accordance with the provisions and requirements of the Company Law, the Securities Law, the Listing Rules of Shanghai Stock Exchange and other laws and regulations, and combined with the actual situation of the Company, clearly stipulating that the Company shall implement the system of special accounts and special funds for raised funds, so as to facilitate the management and use of raised funds and supervise their use. The board of directors of the company will strictly manage the raised funds in accordance with the requirements of relevant laws and regulations and the company's fund-raising management system to ensure the safe use of funds.

2. Strengthen net capital management to support the healthy development of the company.

At present, China Securities Regulatory Commission implements risk control supervision with net capital as the core, and the scale of net capital has become an important factor to determine the business scale and profitability of China's securities companies. After years of development, the company's comprehensive strength and capital scale have been greatly improved, and it has been at the forefront of the industry. In the future, the company will strengthen net capital management and support the healthy development of the company in terms of business scale expansion, innovative business layout and profitability improvement. At the same time, the company will effectively use the capital market, replenish net capital through multiple channels, improve the capital management system, and further improve the company's competitiveness and sustainable development capabilities.

3. Adhere to the innovative development strategy and enhance core business capabilities.

According to its own development needs, the company will continue to adhere to the strategy of innovation and transformation, strive to give full play to the functions of investment banking such as financing, investment, trading, custody and payment, build a relatively complete modern investment banking business system, improve its business model, and enhance its core business capabilities such as research, investment, financing, product research and development, asset management, risk management and customer service. The company is based on improving the basic functions of investment banks, enhancing its comprehensive financial service capabilities, and striving to become a leading modern investment bank and comprehensive financial service provider in the industry.

4. Improve the risk compliance management ability suitable for the company's development.

The company's comprehensive risk management system creates a good environment for the company's business development. The company always adheres to the principle of "business development and risk control in parallel" and builds a professional and efficient risk management and control system, making it the core competitiveness in parallel with business development. The Company has always complied with the needs of business development, maintained a dynamic balance between business development and risk compliance management, made efforts to effectively prevent liquidity risk, market risk, credit risk, operational risk, compliance risk and moral risk, and provided all-round support and services for business development, including risk identification and measurement, risk assessment and decision-making, risk monitoring and management, risk response and disposal, and made efforts to make risks measurable, controllable and affordable.

5. Strictly implement cash dividends to protect the interests of investors.

According to the Notice on Further Implementing the Matters Related to Cash Dividends of Listed Companies, Regulatory Guidelines for Listed Companies No.3-Cash Dividends of Listed Companies, and Guidelines for Cash Dividends of Listed Companies of Shanghai Stock Exchange, etc. The company has formulated and improved the relevant provisions on profit distribution in the Articles of Association, defined the specific conditions, proportion, distribution form and stock dividend distribution conditions of the company's profit distribution, and improved the decision-making procedures and mechanisms of the company's profit distribution and the adjustment principles of profit distribution policies. After the issuance of the convertible bonds, the company will strictly implement the Articles of Association and implement the cash dividend system according to relevant laws and regulations to protect the interests of investors.

The measures taken by the company to make up the return are not equal to the guarantee of the company's future profits, and investors should not make investment decisions on this basis. If investors make investment decisions on this basis and cause losses, the company will not bear any responsibility.

Commitments of directors, senior managers, controlling shareholders and actual controllers of intransitive verbs company.

According to the relevant regulations of the China Securities Regulatory Commission, the directors and senior management of the company made the following commitments on effectively implementing the company's measures to fill the diluted immediate return:

1. will not transfer benefits to other units or individuals for free or under unfair conditions, nor will it harm the interests of the company in other ways;

2. I will restrain my job consumption behavior;

3. Do not use the company's assets to engage in any investment or consumption activities unrelated to my performance of duties;

4. The remuneration system formulated by the board of directors or the remuneration assessment and nomination committee is linked to the implementation of the company's measures to fill the returns;

5. If the company subsequently issues an equity incentive policy, fully support the company to link the exercise conditions of equity incentives with the implementation of the company's measures to fill the diluted immediate return.

Shanghai State-owned Assets Management Co., Ltd., the controlling shareholder of the company, and Shanghai International Group Co., Ltd., the actual controller, promised not to interfere with the company's management activities beyond their authority and not to encroach on the company's interests.

Seven. Authorization of matters related to immediate return dilution and filling measures

Authorized by the shareholders' meeting, the Board of Directors analyzes, studies and demonstrates the dilution effect of the issuance of convertible bonds on the immediate return according to the requirements of relevant laws, regulations and regulatory authorities, formulates and implements relevant measures to fill the immediate return, and modifies, supplements and perfects relevant analysis and measures within the original framework according to new policies, regulations, implementation rules or self-discipline norms in the future, and handles other related matters with full authority.

Securities code: 60 12 1 1 Securities abbreviation: Guotai Junan AnnouncementNo.: 20 16-098.

Guotai junan securities co., ltd

Announcement on Reply to Feedback of Application Documents for Public Offering of A-share Convertible Corporate Bonds (Updated Draft)

Guotai Junan Securities Co., Ltd. (hereinafter referred to as "the company") received the Notice of the First Feedback on the Examination of Administrative Licensing Projects of China Securities Regulatory Commission (No.16 1906) issued by China Securities Regulatory Commission (hereinafter referred to as "China Securities Regulatory Commission") on August 25th, 20th/6th. Based on the principle of diligence, honesty and credibility, the company and relevant intermediaries carefully checked and discussed the issues raised in the feedback one by one, made written explanations, and publicly disclosed them on September 2, 20 16.

The fifth interim meeting of the fifth board of directors held on February 20 16 12 adjusted some terms of the public offering of A-share convertible corporate bonds. Based on the above situation and the latest relevant information of the company as of 20 1654381October 30th, the company updated the feedback comments disclosed on September 2nd, 20 16. For details, please refer to the Reply of Feedback on the Application Document (Updated Draft) of Guotai Junan Securities Co., Ltd. for Public Offering of A-share Convertible Corporate Bonds, which was disclosed on the same day of this announcement.

There is still uncertainty whether the company's public offering of A-share convertible corporate bonds can be approved by the China Securities Regulatory Commission, and the company will fulfill its information disclosure obligations in a timely manner according to the progress. Investors are advised to pay attention to investment risks.

Related questions and answers: How to transfer money to Guotai Junan's stock account? How to transfer money to Guotai Junan's stock account is very simple. At 9:00- 16:00 on the trading day, after logging into the trading software, click Bank-Securities Transfer, select Bank-Securities Transfer, enter the amount and bank card password, and then confirm.