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DFZQ Annual Report 2025
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Annual Report
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东方证券 —DFZQ—
(A joint stock company incorporated in the People's Republic of China with limited liability under the Chinese corporate name "东方证券股份有限公司" and carrying on business in Hong Kong as "東方證券" (in Chinese) and "DFZQ" (in English))
Stock code: 03958
2025 Annual Report
Important Notice
I. The Board and the Directors, and senior management of the Company warrant that the information contained in the annual report is true, accurate and complete, and there are no false representations, misleading statements or material omissions, and severally and jointly accept legal liability.
II. This report was considered and approved at the fourteenth meeting of the sixth session of the Board of the Company. All Directors of the Company have attended the Board Meeting, and no Director has raised any objection to this report.
III. The 2025 annual financial report of the Company, prepared in accordance with the China Accounting Standards for Business Enterprises ("CASBE") and the International Financial Reporting Standards ("IFRS"), was audited by KPMG Huazhen LLP and KPMG Certified Public Accountants, respectively, who each issued a standard unqualified audit report to the Company. Unless otherwise stated, all data included in this report are denominated in RMB.
IV. Mr. Zhou Lei, the person-in-charge of the Company, Mr. Shu Hong, the accounting chief, and Mr. You Wenjie, the person-in-charge of the accounting department (head of accounting), warrant the truthfulness, accuracy and completeness of the financial report set out in the annual report.
V. Proposal on Profit Distribution or Proposal on Transfer of Capital Reserve Fund into Share Capital during the Reporting Period as approved by the Board
The 2025 profit distribution plan of the Company: Based on the total share capital of the Company as at the record date for the dividend distribution, a cash dividend of RMB2.00 (inclusive of tax) for every 10 shares will be distributed to A Shareholders and H Shareholders whose names appear on the register of members on the record date for the dividend distribution.
According to the relevant provisions of the Guidelines of Self-regulation of Companies Listed on the Shanghai Stock Exchange No. 7 – Repurchase of Shares and other relevant regulations, the A Shares in the Company's designated securities account for repurchase of the Company shall not be entitled to dividend distribution. Based on the Company's total share capital of 8,496,645,292 shares as at December 31, 2025, after deducting 61,546,481 shares from the Company's repurchase account as at the disclosure date of the report, the total amount of cash dividends to be distributed is RMB1.687 billion, accounting for 29.95% of the consolidated net profit attributable to owners of the Parent Company in 2025. The Company has distributed an interim cash dividends of RMB1.012 billion in 2025, and the total cash dividends distributed in 2025 amount to RMB2.699 billion, accounting for 47.91% of the consolidated net profit attributable to owners of the Parent Company in 2025.
The proposal for the 2025 annual profit distribution plan of the Company has been considered and approved at the fourteenth meeting of the sixth session of the Board of the Company and is subject to the consideration of the shareholders' general meeting of the Company.
Annual Report 2025 DFZQ
Important Notice
VI. Risk alerts regarding forward-looking statements
Forward-looking statements, including future plans and development strategies, may be contained in this report. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Neither the Company nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information. Investors are advised to pay attention to such investment risks involved and not place undue reliance on forward-looking statements.
VII. No appropriation of funds on a non-operating basis by the Company's controlling shareholder or other related parties has occurred during the Reporting Period.
VIII. The Company did not provide any external guarantee in violation of the stipulated decision-making procedures during the Reporting Period.
IX. There is no situation where more than half of the Directors of the Company are unable to guarantee the truthfulness, accuracy and completeness of the annual report disclosed by the Company.
X. Material risk warnings
General economic and political conditions, such as macroeconomic and monetary policies, laws and regulations on the financial and securities industries, upward and downward trends in the market, business and financial sectors, currency and interest rate fluctuations, availability of short-term and long-term market funding sources, and financing cost, could affect the business of the Company. As a securities company, the business of the Company is directly affected by the inherent risks associated with the securities markets, including market volatility, changes in investment sentiment, fluctuations in trading volume, liquidity changes, and the creditworthiness or the perceived credit worthiness of the securities industry in the marketplace.
Annual Report 2025 DFZQ
Important Notice
Risks in business operation faced by the Company mainly include: policy risks arising from national macro-control measures, changes in laws, regulations, relevant regulatory policies and trade rules in the securities industry, which will adversely affect the business of securities companies; the risk of unexpected potential loss in value due to changes in share prices, interest rates, exchange rates, etc. in the securities market; the risk of loss caused to the Company due to failure of the debtor or counterparty to meet its contractual obligations or changes in credit quality; the operational risk due to inadequate internal processes, employee errors and misconduct, information system failure and defects, and external events; the liquidity risk of not being able to obtain sufficient funds in a timely manner and at a reasonable cost to pay debts as they fall due, meet other payment obligations and meet the funds required for normal business operations; the risk of inability of the Company's information technology system to provide normal services, affecting the normal operation of the Company's business; the risk of discontinuity of the Company's business or information security due to inadequate protection and backup measures for information technology systems and key data; the risk of negative perception of the Company's reputation resulting from its operations, management and other actions or external events; and the money laundering risk from the utilization of the Company's products or services by criminals to engage in money laundering activities which lead to negative effects on the Company's legal, reputation, compliance, operation and other aspects. In addition, like other financial institutions, the Company is inevitably exposed to a certain degree of compliance risk, legal risk, and ethical risk in the course of operation and management. For these types of risks, the Company has implemented a comprehensive risk management system that fully covers such risks, and has specified relevant responsible departments, established corresponding management systems, and implemented corresponding technical measures.
The Company has described the risks such as market risk, credit risk and liquidity risk in detail in this report. Please refer to the contents of the potential risks and prevention measures of the Company in the section entitled Report of the Board for details.
XI. The Chinese and English versions of this report are provided by the Company. In the event of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.
XII. Unless otherwise stated, all analysis and explanations contained in this report are prepared on a consolidated basis.
Annual Report 2025 DFZQ
CONTENTS
Page
5 Section I Definitions 8 Section II Company Profile and Key Financial Indicators 27 Section III Report of the Board 116 Section IV Corporate Governance, Environment and Society 193 Section V Significant Events 219 Section VI Changes in Shares and Information on Shareholders 230 Section VII Information on Bonds 255 Section VIII Information Disclosures of Securities Company 256 Appendix I Organizational Structure of the Company 257 Appendix II Information on Securities Branches of the Company 267 Appendix III Information on Futures Branches of the Company 270 Appendix IV Information Disclosure Index 280 Independent Auditor's Report 289 Consolidated Statement of Profit or Loss 290 Consolidated Statement of Profit or Loss and Other Comprehensive Income 291 Consolidated Statement of Financial Position 293 Consolidated Statement of Changes in Equity 295 Consolidated Statement of Cash Flows 299 Notes to the Consolidated Financial Statements
Section I DEFINITIONS
I. DEFINITIONS
In this report, unless the context otherwise requires, the following terms shall have the meanings as follows:
Definitions of the frequently used terms
"A Share(s)" the domestic shares of the Company with a nominal value of RMB1 each, which are listed and traded on the SSE
"Articles of Association" the articles of association of DFZQ
"Beijing Stock Exchange" Beijing Stock Exchange
"Board" or "Board of Directors" the board of directors of DFZQ
"China Galaxy Securities" China Galaxy Securities Co., Ltd. (中國銀河證券股份有限公司)
"China Universal" China Universal Asset Management Company Limited (匯添富基金管理股份有限公司), an investee company of the Company
"Company Law" the Company Law of the People's Republic of China
"Company" or "the Company" or "Parent Company" or "DFZQ" 東方證券股份有限公司
"Corporate Governance Code" the Corporate Governance Code set out in Appendix C1 to the Hong Kong Listing Rules
"CSDCC" China Securities Depository and Clearing Corporation Limited (中國證券登記結算有限責任公司)
"CSRC" the China Securities Regulatory Commission
"Director(s)" the director(s) of DFZQ
"Dongguan Securities" Dongguan Securities Co., Ltd. (東莞證券股份有限公司)
"Everbright Securities" Everbright Securities Company Limited (光大證券股份有限公司)
"FICC" fixed income, currencies and commodities
"GF Securities" GF Securities Co., Ltd. (廣發證券股份有限公司)
"Group" or "the Group" or "We" DFZQ and its subsidiaries
Annual Report 2025 DFZQ
Section I DEFINITIONS
“H Share(s)” the overseas listed foreign shares of the Company with a nominal value of RMB1 each, which are listed and traded in Hong Kong dollars on the Hong Kong Stock Exchange
“Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited
“Hong Kong” the Special Administrative Region of Hong Kong of the PRC
“IPO” Initial public offering
“Model Code” the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Hong Kong Listing Rules
“NEEQ” National Equities Exchange and Quotations (全國中小企業股份轉讓系統)
“Orient Finance Holdings” Orient Finance Holdings (Hong Kong) Limited (東方金融控股(香港)有限公司), a wholly-owned subsidiary of the Company
“Orient Futures” Orient Securities Futures Co., Ltd. (上海東證期貨有限公司), a wholly-owned subsidiary of the Company
“Orient Investment Banking” Orient Securities Investment Banking Co., Ltd. (東方證券承銷保薦有限公司), the Company has completed the absorption of and merger with Orient Investment Banking in September 2024
“Orient Securities Asset Management” Shanghai Orient Securities Asset Management Co., Ltd. (上海東方證券資產管理有限公司), a wholly-owned subsidiary of the Company
“Orient Securities Capital Investment” Shanghai Orient Securities Capital Investment Co., Ltd. (上海東方證券資本投資有限公司), a wholly-owned subsidiary of the Company
“Orient Securities Innovation” Shanghai Orient Securities Innovation Investment Co., Ltd. (上海東方證券創新投資有限公司), a wholly-owned subsidiary of the Company
Annual Report 2025 DFZQ
Section I DEFINITIONS
"Orient Securities International" Orient Securities International Financial Group Co., Ltd. (東證國際金融集團有限公司), a wholly-owned subsidiary of Orient Finance Holdings
"PRC" or "China" the People's Republic of China and for the purpose of this report, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
"Reporting Period" January 1, 2025 to December 31, 2025
"RMB, RMB'000, RMB'0000, RMB million, RMB100 million" Renminbi Yuan, Renminbi'000, Renminbi'0000, Renminbi million, Renminbi 100 million (unless otherwise specified)
"Securities Law" the Securities Law of the People's Republic of China
"SFC" Hong Kong Securities and Futures Commission
"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Shanghai Bureau of the CSRC" the Shanghai Securities Regulatory Bureau of the China Securities Regulatory Commission
"Shenergy Group" Shenergy (Group) Company Limited (申能(集團)有限公司)
"SSE" the Shanghai Stock Exchange
"Supervisor(s)" the supervisor(s) of DFZQ
"Supervisory Committee" the supervisory committee of DFZQ
"SZSE" the Shenzhen Stock Exchange
"Western Securities" Western Securities Co., Ltd. (西部證券股份有限公司)
Special Note: The figures presented in this report may differ slightly in the last digit from the sum of the relevant individual items due to rounding.
Annual Report 2025 DFZQ
Section II Company Profile and Key Financial Indicators
I. CORPORATE INFORMATION
| Chinese name of the Company | 東方證券股份有限公司 |
|---|---|
| Chinese abbreviation of the Company | 東方證券 |
| English name of the Company | ORIENT SECURITIES COMPANY LIMITED |
| English abbreviation of the Company | DFZQ |
| Legal representative of the Company | Zhou Lei |
| Vice president of the Company (in charge of affairs) | Lu Dayin |
| Authorized representatives of the Company | Zhou Lei, Wang Rufu |
| Joint company secretaries | Wang Rufu, Ngai Wai Fung |
Registered capital and net capital of the Company
| As at the end of the Reporting Period | As at the end of last year | |
|---|---|---|
| Registered capital | 8,496,645,292.00 | 8,496,645,292.00 |
| Net capital | 53,549,615,958.16 | 53,848,274,965.67 |
Business scope of the Company:
Licensed items: securities business; securities investment advisory; securities firms providing intermediary services for futures firms. (Items subject to approval according to law may only be operated after obtaining approval from the relevant authorities. Specific items shall be subject to the approval documents or licenses from the relevant authorities) General items: securities financial advisory service. (Except for items subject to approval according to law, business activities may be carried out independently with a business license)
Annual Report 2025 DFZQ
Section II Company Profile and Key Financial Indicators
Qualification for each individual business of the Company
| No. | Name of business qualification | Approving authority and approval number |
|---|---|---|
| 1 | Permit to operate securities and futures business | CSRC (No. 913100001322947763) |
| 2 | Entry qualification for national inter-bank lending market and bonds market to conduct lending, bonds purchase, spot transaction of bonds and bonds repurchase business | Monetary Policy Department of the People's Bank of China (Yin Huo Zheng [2000] No. 108) |
| 3 | Qualification for conducting online securities commissioning | CSRC (Zheng Jian Xin Xi Zi [2001] No. 8) |
| 4 | Qualification for conducting distribution business of open-ended securities investment funds | CSRC (Zheng Jian Ji Jin Zi [2004] No. 50) |
| 5 | Qualification for conducting SSE Fund Connect business | SSE Membership Department (SSE [2005]) |
| 6 | Qualification for conducting underwriting business of short-term financing bills | People's Bank of China (Yin Fa [2005] No. 275) |
| 7 | Pilot securities companies conducting relevant innovative businesses | Securities Association of China (Zhong Zheng Xie Han [2004] No. 266) |
| 8 | Qualification for conducting share transfer agency business | Securities Association of China (Zhong Zheng Xie Han [2006] No. 158) |
| 9 | Qualification for conducting quotation and transfer business | Securities Association of China (Zhong Zheng Xie Han [2006] No. 173) |
| 10 | Dealer qualification for Integrated Electronic Platform of Fixed-income Securities of Shanghai Stock Exchange | SSE (Shang Zheng Hui Zi [2007] No. 45) |
| 11 | Approval of brokerage business qualification on financial futures | CSRC (Zheng Jian Qi Huo Zi [2007] No. 351) |
| 12 | Qualification of Type A clearing participants of China Securities Depository and Clearing Corporation Limited | CSDCC (Zhong Guo Jie Suan Han Zi [2008] No. 25) |
| 13 | Qualification for clearing business of financial futures transaction | CSRC (Zheng Jian Xu Ke [2008] No. 684) |
| 14 | Qualification for trial operation of direct investment business | CSRC (Ji Gou Bu Bu Han [2009] No. 475) |
| 15 | Qualification for provision of intermediary and referral services to futures companies | CSRC (Hu Zheng Jian Ji Gou Zi [2010] No. 132) |
Annual Report 2025 DFZQ
Section II Company Profile and Key Financial Indicators
| No. | Name of business qualification | Approving authority and approval number |
|---|---|---|
| 16 | Establishment of wholly-owned subsidiary, Shanghai Orient Securities Asset Management Co., Ltd. and qualification for conducting securities assets management business | CSRC (Zheng Jian Xu Ke [2010] No. 518) |
| 17 | Permit to operate securities and futures business | CSRC (No. 91310000555998513B) |
| 18 | Qualification for conducting margin financing and securities lending business | CSRC (Zheng Jian Xu Ke [2010] No. 764) |
| 19 | Type 1 Licence – Dealing in securities | Securities and Futures Commission of Hong Kong (CE No. AVD362) |
| 20 | Type 2 Licence – Dealing in futures contracts | Securities and Futures Commission of Hong Kong (CE No. AWD036) |
| 21 | Type 4 Licence – Advising on securities | Securities and Futures Commission of Hong Kong (CE No. AVH864) |
| 22 | Type 9 Licence – Asset management | |
| 23 | Type 6 Licence – Advising on corporate finance | Securities and Futures Commission of Hong Kong (CE No. BDN128) |
| 24 | Qualification for implementation of the securities broker system | CSRC (Hu Zheng Jian Ji Gou Zi [2010] No. 514) |
| 25 | Establishment of Citi Orient Securities Co., Ltd., qualification for conducting investment banking business | CSRC (Zheng Jian Xu Ke [2011] No. 2136) |
| 26 | Qualification for trial operation of dealer-quoted collateralized bond repurchase business | CSRC (Ji Gou Bu Bu Han [2012] No. 20) |
| 27 | Qualification for provision of integrated services to insurance institutional investors | China Insurance Regulatory Commission (Zi Jin Bu Han [2012] No. 4) |
| 28 | Qualification for conducting securities repurchase agreement transaction business | CSRC (Ji Gou Bu Bu Han [2012] No. 481) |
| SSE (Shang Zheng Hui Zi [2012] No. 167) | ||
| SZSE (Shen Zheng Hui [2013] No. 15) | ||
| 29 | Qualification for investment manager of insurance funds | China Insurance Regulatory Commission (Zi Jin Bu Han [2012] No. 4) |
Annual Report 2025 DFZQ
Section II Company Profile and Key Financial Indicators
| No. | Name of business qualification | Approving authority and approval number |
|---|---|---|
| 30 | Qualification for the pilot securities lending financing business and securities refinancing business | China Securities Finance Corporation Limited (Zhong Zheng Jin Han [2012] No. 149 and Zhong Zheng Jin Han [2012] No. 153) |
| 31 | Qualification for assets management business | CSRC (Zheng Jian Xu Ke [2012] No. 1501) |
| 32 | Qualification for conducting special institutional client business of insurance institutions | China Insurance Regulatory Commission (Notice on Conducting Special Institutional Client Business of Insurance Institutions) |
| 33 | Permit to operate securities and futures business | CSRC (No. 91310000132110914L) |
| 34 | Qualification for financial products distribution business | Shanghai Bureau of the CSRC (Hu Zheng Jian Ji Gou Zi [2013] No. 52) |
| 35 | Qualification for conducting brokerage business in National Equities Exchange and Quotations Co., Ltd. as host broker | National Equities Exchange and Quotations Co., Ltd. (Gu Zhuan Xi Tong Han [2013] No. 44) |
| 36 | Conducting comprehensive custodian business for private equity fund (limited partnership) | CSRC (Ji Gou Bu Bu Han [2013] No. 174) |
| 37 | Qualification for conducting pilot consumption and payment service of securities funds of clients | CSRC (Ji Gou Bu Bu Han [2013] No. 207) |
| 38 | Qualification for collateralized stock repurchase business | SSE (Shang Zheng Hui [2013] No. 77) |
| SZSE (Shen Zheng Hui [2013] No. 60) | ||
| 39 | Qualification for conducting securities pledge registration agency business | CSDCC (Confirmation on Qualification for Securities Pledge Registration Agency Business) |
| 40 | Qualification for management business of publicly offered securities investment fund | CSRC (Zheng Jian Xu Ke [2013] No. 1131) |
| 41 | Qualification for equity-based return swaps and OTC options business | Securities Association of China (Zhong Zheng Xie Han [2013] No. 923) |
| 42 | Qualification for conducting pilot securities refinancing business | China Securities Finance Corporation Limited (Zhong Zheng Jin Han [2013] No. 227) |
| 43 | Qualification for brokerage business of marketable securities in foreign currencies | Shanghai Bureau of State Administration of Foreign Exchange (Shang Hai Hui Fu [2014] No. 15) |
| 44 | License of Securities Business in Foreign Currency | State Administration of Foreign Exchange (SC201102) |
| 45 | Qualification for conducting market maker business in National Equities Exchange and Quotations Co., Ltd. as host broker | National Equities Exchange and Quotations Co., Ltd. (Gu Zhuan Xi Tong Gong Gao [2014] No. 54, Gu Zhuan Xi Tong Han [2014] No. 707) |
Annual Report 2025 DFZQ
Section II Company Profile and Key Financial Indicators
| No. | Name of business qualification | Approving authority and approval number |
|---|---|---|
| 46 | Qualification of first batch participants in the inter-institutional private fund products quotation and service system | China Securities Capital Market Development Monitoring Centre Company Limited (List of Participants of Quotation System First Batch) |
| 47 | Permit to conduct Shanghai-Hong Kong Stock Connect business | SSE (Shang Zheng Han [2014] No. 626) |
| 48 | Qualification for pilot OTC market business | Securities Association of China (Zhong Zheng Xie Han [2014] No. 632) |
| 49 | Qualification for pilot proprietary business of gold spot contract | CSRC (Fund Institution Supervision Department Letter [2014] No. 1876) |
| 50 | Pilot online securities business | Securities Association of China (Announcement on List of Securities Companies Conducting Pilot Online Securities Business (No. 3)) |
| 51 | Qualification for underwriting business of debt financing instruments of non-financial institutions | National Association of Financial Market Institutional Investors (Announcement of National Association of Financial Market Institutional Investors [2014] No. 16) |
| 52 | Qualification of options transaction participants of Shanghai Stock Exchange and permit to operate stock and options brokerage and proprietary operations; qualification for options clearing business | SSE (Shang Zheng Han [2015] No. 61) |
| 53 | Qualification for conducting transfer and deposit service of clients' margin | China Securities Depository and Clearing Corporation Limited (Zhong Guo Jie Suan Han Zi [2015] No. 11) |
| China Securities Investor Protection Fund Corporation (Zheng Bao Han [2015] No. 67) | ||
| 54 | Qualification for stock and options market making business | CSRC (Zheng Jian Xu Ke [2015] No. 163) |
| 55 | Qualification for conducting quotation business for debt financing instruments of non-financial institutions | National Association of Financial Market Institutional Investors (Zhong Shi Xie Bei [2015] No. 32) |
| 56 | Qualification for sales of securities investment fund | Shanghai Bureau of the CSRC (Hu Zheng Jian Xu Ke [2015] No. 61) |
| 57 | Qualification for funds sales business | CSRC (No. 000000519) |
| 58 | Contractor of service in relation to private equity fund business | Asset Management Association of China |
Annual Report 2025 DFZQ
Section II Company Profile and Key Financial Indicators
| No. | Name of business qualification | Approving authority and approval number |
|---|---|---|
| 59 | Qualification for issue of short-term financing bills | CSRC (Ji Gou Bu Han [2015] No. 3337) |
| 60 | Permit to conduct Southbound Trading business under the Shenzhen-Hong Kong Stock Connect | SZSE (Shen Zheng Hui [2016] No. 326) |
| 61 | Qualification for company conducting pilot market making business for quotation system | China Securities Internet System Co., Ltd. (Zhong Zheng Bao Jia Han [2016] No. 185) |
| 62 | Qualification for inter-bank Gold Price Asking Transactions | Shanghai Gold Exchange (Shang Jin Jiao Fa [2017] No. 81) |
| 63 | Qualification of stock options transaction participants of Shanghai Stock Exchange | SSE (Shang Zheng Han [2017] No. 165) |
| 64 | Authorization for pledge-type dealer-quoted repurchase transactions of Shenzhen Stock Exchange | SZSE (Shen Zheng Hui [2017] No. 371) |
| 65 | Qualification for primary market makers of SSE 50ETF Options | SSE (Shang Zheng Han [2018] No. 430) |
| 66 | Qualification of the custodian business for securities investment funds | CSRC (Zheng Jian Xu Ke [2018] No. 1686) |
| 67 | Qualification for conducting securities underwriting business (only including government bonds such as treasury bonds, local government bonds, financial bonds of policy banks, financing instruments governed by the National Association of Financial Market Institutional Investors (including but not limited to debt financing instruments of non-financial institutions)) | Shanghai Bureau of the CSRC (Hu Zheng Jian Xu Ke [2019] No. 8) |
| 68 | Qualification for primary market makers of SSE listed funds business | SSE (Shang Zheng Han [2019] No. 101) |
| 69 | Qualification for credit derivatives business (interbank market credit risk relieving instruments, stock exchange market credit risk relieving instruments and other credit derivatives selling business approved by regulatory authorities) | CSRC (Ji Gou Bu Han [2019] No. 463) |
| 70 | Qualification for market making business of treasure bond futures | CSRC (Ji Gou Bu Han [2019] No. 1023) |
| 71 | Standard pilot for Internet investment account | Securities Association of China (Zhong Zheng Xie Han [2019] No. 185) |
Annual Report 2025 DFZQ
Section II Company Profile and Key Financial Indicators
| No. | Name of business qualification | Approving authority and approval number |
|---|---|---|
| 72 | Authorisation for trading of stock option business on SZSE | SZSE (Shen Zheng Hui [2019] No. 470) |
| 73 | Qualification for commodity options market making business | CSRC (Ji Gou Bu Han [2019] No. 3058) |
| 74 | Qualification for stock index options market making business | CSRC (Ji Gou Bu Han [2019] No. 3067) |
| 75 | Qualification for Shanghai and Shenzhen 300 ETF option primary market maker business on SZSE | SZSE (Shen Zheng Hui [2019] No. 483) |
| 76 | Qualification for Shanghai and Shenzhen 300 ETF option primary market maker business on SSE | SSE (Shang Zheng Han [2019] No. 2300) |
| 77 | Qualified domestic institutional investor | CSRC (Zheng Jian Xu Ke [2019] No. 1470) |
| 78 | Operation Qualification of Settlement and Sale of Foreign Exchange Business | State Administration of Foreign Exchange (Hui Fu [2020] No. 10) |
| 79 | Qualification for Foreign Exchange Agency Business | State Administration of Foreign Exchange (Hui Zong Bian Han [2020] No. 482) |
| 80 | Qualification for Fund Investment Advisory Business | Securities and Fund Institution Supervision Department (Ji Gou Bu Han [2021] No. 1686) |
| 81 | Qualification for Proprietary Trading of Carbon Emission Rights | CSRC (Ji Gou Bu Han [2023] No. 100) |
| 82 | Securities Underwriting and Sponsorship | CSRC (Zheng Jian Xu Ke [2023] No. 425) |
| 83 | Capital Markets Services License (Securities and Futures Activities) of Singapore Subsidiary of Orient Futures | Monetary Authority of Singapore (CMS100869) |
| 84 | Central Bank Swap Facility Business Qualification | CSRC (Ji Gou Si Han [2024] No. 1878) |
| 85 | Qualification for the Pilot Scheme of Account Management Function Optimisation | CSRC (Ji Gou Si Han [2025] No. 1626) |
In addition, the Company is a member of the Securities Association of China, SSE, SZSE, National Debt Association of China and Shanghai Gold Exchange. It is also a clearing participant of CSDCC and a member of the Asset Management Association of China.
Annual Report 2025 DFZQ
Section II Company Profile and Key Financial Indicators
II. CONTACT PERSONS AND CONTACT METHODS
| Secretary to the Board | Representative of securities affairs | |
|---|---|---|
| Name | Wang Rufu | Li Tingting |
| Correspondence address | 11/F, No. 119 South Zhongshan Road, Huangpu District, Shanghai, the PRC | 11/F, No. 119 South Zhongshan Road, Huangpu District, Shanghai, the PRC |
| Tel | +86-021-63326373 | +86-021-63326373 |
| Fax | +86-021-63326010 | +86-021-63326010 |
| [email protected] | [email protected] |
III. BASIC INFORMATION
| Registered address | Orient Securities Building, No. 119 South Zhongshan Road, Huangpu District, Shanghai, the PRC |
|---|---|
| Business address | Orient Securities Building, No. 119 South Zhongshan Road, Huangpu District, Shanghai, the PRC, 2-6/F, 9/F, 12/F, 14/F, 19/F, 23-27/F, 32/F, 37/F and 38/F, Building 2, No. 318 South Zhongshan Road, Huangpu District, Shanghai, the PRC |
| Postal code of business address | 200010 |
| Place of business in Hong Kong | 28-29/F, No. 100 Queen's Road Central, Central, Hong Kong |
| Company website | www.dfzq.com.cn |
| [email protected] | |
| Investor relations hotline | +86-021-63326373 |
| Customer service hotline for brokerage business | 95503 |
Annual Report 2025 DFZQ
Section II Company Profile and Key Financial Indicators
IV. INFORMATION DISCLOSURE AND PLACE FOR INSPECTION
Name and website of newspaper for disclosure of the Company's annual report
China Securities Journal (www.cs.com.cn) Shanghai Securities News (www.cnstock.com) Securities Daily (www.zqrb.cn) Securities Times (www.stcn.com) Website of stock exchange for disclosure of the Company's annual report www.sse.com.cn (SSE) Place where the annual reports of the Company are available www.hkexnews.hk (Hong Kong Stock Exchange) 11/F, Orient Securities Building, No. 119 South Zhongshan Road, Huangpu District, Shanghai, the PRC
V. BRIEF INFORMATION ON SHARES OF THE COMPANY
| Type of shares | Stock exchange on which shares are listed | Stock abbreviation | Stock code |
|---|---|---|---|
| A Shares | SSE | DFZQ | 600958 |
| H Shares | Hong Kong Stock Exchange | DFZQ | 03958 |
VI. OTHER INFORMATION OF THE COMPANY
(i) History of the Company, mainly including its restructuring, capital increase and others in previous years
In December 1997, the Orient Securities Limited Liability Company (東方證券有限責任公司, hereinafter referred to as "Orient Securities Limited"), the Company's predecessor, was established with a registered capital of RMB1.0 billion. At the same time, it obtained the business license issued by the Shanghai Administration for Industry and Commerce.
In August 2003, the Shanghai Municipal People's Government approved Orient Securities Limited to be restructured into a joint-stock limited company. In September 2003, the CSRC approved Orient Securities Limited to be restructured into a joint-stock limited company. The original shareholders of Orient Securities Limited converted the audited net assets as of December 31, 2002 into shares based on a ratio of 1:1, meanwhile, Shenergy Group and ten other new and existing shareholders, increased the capital in an amount of RMB1.0 billion in the form of currency, resulting in the overall conversion into a joint-stock company. The registered capital of the Company was changed to RMB2,139,791,800.00.
Annual Report 2025 DFZQ
Section II Company Profile and Key Financial Indicators
In May 2007, as approved by the CSRC, the Company carried out a capital increase by placing shares to all of its shareholders in the proportion of 10:5. The registered capital of the Company was changed to RMB3,079,853,836.00.
In August 2007, as approved by the CSRC, the Company implemented the profit distribution plan for 2006 on the basis of one bonus share for every ten shares. The registered capital of the Company was changed to RMB3,293,833,016.00.
In November 2011, as approved by the CSRC, the Company increased its share capital through rights issue to its shareholders. The registered capital of the Company was changed to RMB4,281,742,921.00.
In March 2015, as approved by the CSRC, the Company made an initial public offering of 1 billion A shares and was listed on the Main Board of the SSE. The registered capital of the Company was changed to RMB5,281,742,921.00.
In July 2016, as approved by the CSRC and the Hong Kong Stock Exchange, the Company made an initial public offering of 957 million H shares and listed them on the main board of the Hong Kong Stock Exchange. In the following month, upon the exercise of the over-allotment option, 70.08 million H shares were issued and listed on the main board of the Hong Kong Stock Exchange. The registered capital of the Company was changed to RMB6,215,452,011.00.
In December 2017, as approved by the CSRC, the Company conducted a non-public issuance of 778 million A shares. The registered capital of the Company was changed to RMB6,993,655,803.00.
In May 2022, as approved by the CSRC and the Hong Kong Stock Exchange, the Company issued 1,503 million A shares and 82,428 H shares through a rights issue. The registered capital of the Company was changed to RMB8,496,645,292.00.
Annual Report 2025 DFZQ
Section II Company Profile and Key Financial Indicators
(ii) Organizational structure of the Company
1. Organizational structure of the Company
The shareholders' general meeting shall be the source of authority of the Company; the Board shall be the institution for decision-making and is responsible for the shareholders' general meeting; the Board has established four special committees, including the strategy and sustainable development committee, the remuneration and nomination committee, the audit committee, and the compliance and risk management committee. Each of the special committees shall be accountable to the Board.
The Company implements a president responsibility system under the leadership of the Board; the president shall be appointed or dismissed by the Board and shall be accountable to the Board. As at the end of the Reporting Period, the Board has established the Board's office and audit centre. The management has established business functional units including the office, party committee office, party committee publicity department, trade union office, office of discipline inspection, party committee organization department/human resources management department, planning finance management department, capital management department, strategic development department, operation management department, system research and development department, system operation department, internal audit department, risk management department, compliance and legal management department, administration department, fixed income business department, securities investment business department, securities research institute, financial derivatives business department, custodian business department, institutional customer department, investment banking management committee, and wealth management committee. Among them, the investment banking management committee has set up the regional investment banking department, industrial investment banking department, integrated financial services department, integrated office of the investment banking management committee and quality control department; the wealth management committee has set up the customer base development department, the credit business department, financial products department, brokerage business department, integrated office of the wealth management committee, and securities branches. (For details, please refer to "Appendix I" to this report)
Annual Report 2025 DFZQ
Section II Company Profile and Key Financial Indicators
2. The wholly-owned subsidiaries and major investee companies of the Company
As at the end of the Reporting Period, the Company's wholly-owned subsidiaries and major investee companies include Orient Securities Futures Co., Ltd., Shanghai Orient Securities Capital Investment Co., Ltd., Orient Finance Holdings (Hong Kong) Limited, Shanghai Orient Securities Asset Management Co., Ltd., Shanghai Orient Securities Innovation Investment Co., Ltd., and China Universal Asset Management Company Limited.
3. Briefings of the wholly-owned subsidiaries of the Company
As at the end of the Reporting Period, the Company directly owned four wholly-owned domestic subsidiaries and one wholly-owned overseas subsidiary.
| No. | Name of subsidiaries | Registered address | Date of incorporation | Registered capital | Legal representative | Tel |
|---|---|---|---|---|---|---|
| 1 | Orient Futures | 11/F, 21/F, 22/F, 29/F, 33-35/F, 39/F and Rooms 3101-3103, Building 2, No. 318 Zhongshan South Road, Huangpu District, Shanghai, the PRC | December 8, 1995 | RMB5.0 billion | Lu Dayin | +86-021-63325888 |
| 2 | Orient Securities Capital | 28/F&36/F, Building 2, No. 318 South Zhongshan Road, Huangpu District, Shanghai, the PRC | February 8, 2010 | RMB3.0 billion | Zhang Jianhui | +86-021-63325888 |
| 3 | Orient Finance Holdings | 28-29/F, 100 Queen's Road Central, Central, Hong Kong | February 17, 2010 | HKD3.754 billion | Lu Dayin | +852-35191188 |
| 4 | Orient Securities Asset Management | 7-11/F, No. 109 South Zhongshan Road, Huangpu District, Shanghai, the PRC | June 8, 2010 | RMB0.3 billion | Yang Bin | +86-021-53952888 |
| 5 | Orient Securities Innovation | 8/F, Building 2, No. 318 South Zhongshan Road, Huangpu District, Shanghai, the PRC | November 19, 2012 | RMB8.5 billion | Jin Zhaoqiang | +86-021-63325888 |
Annual Report 2025 DFZQ
Section II Company Profile and Key Financial Indicators
(iii) Number and distribution of securities branches of the Company
As at the end of the Reporting Period, the total number of the securities branches of the Company amounted to 170. (Please refer to "Appendix II" to this report for details)
Number and distribution of securities branches are as follows:
| Region | Number of branches | Region | Number of branches | Region | Number of branches |
|---|---|---|---|---|---|
| Shanghai | 46 | Guangdong | 15 | Jiangsu | 11 |
| Zhejiang | 15 | Liaoning | 9 | Shandong | 8 |
| Guangxi | 4 | Shanxi | 6 | Sichuan | 5 |
| Hunan | 5 | Fujian | 6 | Anhui | 4 |
| Beijing | 5 | Henan | 5 | Shaanxi | 4 |
| Hebei | 3 | Hubei | 3 | Jiangxi | 1 |
| Tianjin | 1 | Inner Mongolia | 2 | Chongqing | 2 |
| Jilin | 1 | Hainan | 1 | Heilongjiang | 1 |
| Gansu | 1 | Tibet | 1 | Ningxia | 1 |
| Guizhou | 1 | Yunnan | 1 | Qinghai | 1 |
| Xinjiang | 1 |
Annual Report 2025 DFZQ
Section II Company Profile and Key Financial Indicators
(iv) Number and distribution of other branches
As at the end of the Reporting Period, the Company had a total of 46 futures branches, including 4 in Shanghai City, 3 in each of Shenzhen City, Guangdong Province, Beijing City and Hangzhou City, Zhejiang Province, 2 in each of Wuhan City, Hubei Province, Xiamen City, Fujian Province, Nanjing City, Jiangsu Province, Suzhou City, Jiangsu Province and Jinan City, Shandong Province, and 1 in each of Ningbo City, Zhejiang Province, Zhengzhou City, Henan Province, Chongqing City, Tianjin City, Guangzhou City, Guangdong Province, Shantou City, Guangdong Province, Shenyang City, Liaoning Province, Dalian City, Liaoning Province, Changsha City, Hunan Province, Wuxi City, Jiangsu Province, Changzhou City, Jiangsu Province, Nantong City, Jiangsu Province, Taiyuan City, Shanxi Province, Qingdao City, Shandong Province, Dongying City, Shandong Province, Chengdu City, Sichuan Province, Xi'an City, Shaanxi Province, Quanzhou City, Fujian Province, Fuzhou City, Fujian Province, Taizhou City, Zhejiang Province, Changchun City, Jilin Province, Urumqi City, Xinjiang Uyghur Autonomous Region and Haikou City, Hainan Province. (Please refer to "Appendix III" to this report for details)
VII. OTHER RELEVANT INFORMATION
| Domestic accounting firm appointed by the Company | Name | KPMG Huazhen LLP (畢馬威華振會計師事務所(特殊普通合夥)) |
|---|---|---|
| Office address | 25/F, Tower 2, Plaza 66, No. 1266 West Nanjing Road, Shanghai, the PRC | |
| Name of signing accountant | Zhang Nan, Ni Yi | |
| Overseas accounting firm appointed by the Company | Name | KPMG (畢馬威會計師事務所) |
| Office address | 8/F, Prince's Building, 10 Chater Road, Central, Hong Kong | |
| Name of signing accountant | Pang Shing Chor Eric | |
| Chief Risk Officer and Chief Compliance Officer | Jiang Helei | |
| Legal Advisor to the Company as to the PRC law | Grandall Law Firm (Shanghai) | |
| Legal Advisor to the Company as to Hong Kong law | Clifford Chance | |
| A Share Registrar | Shanghai Branch of CSDCC | |
| H Share Registrar | Computershare Hong Kong Investor Services Limited |
Annual Report 2025 DFZQ
Section II Company Profile and Key Financial Indicators
VIII. KEY ACCOUNTING DATA AND FINANCIAL INDICATORS FOR THE RECENT THREE YEARS
(i) Principal accounting information
Currency: RMB
| Key Accounting Information | 2025 | 2024 | Change over the previous year (%) | 2023 |
|---|---|---|---|---|
| Operating results ('000) | ||||
| Revenue and other total income | 25,477,248 | 20,665,592 | 23.28 | 19,083,987 |
| Profit before income tax | 6,644,140 | 3,659,254 | 81.57 | 2,919,140 |
| Profit for the year-attributable to shareholders of the Company | 5,633,560 | 3,350,208 | 68.16 | 2,753,755 |
| Net cash generated from operating activities | (16,665,042) | 22,731,322 | -173.31 | 14,044,838 |
| Other comprehensive (expense)/income, net of income tax | (55,140) | 1,691,022 | -103.26 | 417,081 |
| Earnings per share (RMB/share) | ||||
| Basic earnings per share | 0.65 | 0.37 | 75.68 | 0.30 |
| Diluted earnings per share | N/A | N/A | N/A | N/A |
| Indicators of profitability | ||||
| Weighted average returns on net assets (%) | 6.99 | 4.14 | Increased by 2.85 percentage points | 3.45 |
Annual Report 2025 DFZQ
Section II Company Profile and Key Financial Indicators
| As at the end of 2025 | As at the end of 2024 | Change over the end of the same period of the previous year (%) | As at the end of 2023 | |
|---|---|---|---|---|
| Indicators of scale ('000) | ||||
| Total assets | 486,875,987 | 417,736,375 | 16.55 | 383,690,462 |
| Total liabilities | 404,187,162 | 336,336,559 | 20.17 | 304,930,265 |
| Account payables to brokerage clients | 147,190,042 | 113,637,365 | 29.53 | 111,570,987 |
| Equity attributable to shareholders of the Company | 82,685,657 | 81,396,740 | 1.58 | 78,745,531 |
| Total share capital ('000 shares) | 8,496,645 | 8,496,645 | - | 8,496,645 |
| Net assets per share attributable to shareholders of the Company (RMB/share) | 9.80 | 9.62 | 1.87 | 9.30 |
| Gearing ratio (%) | 75.66 | 73.20 | Increased by 2.46 percentage points | 71.04 |
Notes:
- Considering the practical guidance issued by the relevant regulatory authority, the Group made a change in accounting policy related to physical settlement of contracts to buy or sell bulk commodities that fail the own-use exception. Previously, for contracts involving the sale of bulk commodities, the Group recognised sales revenue and cost of sales when the customer obtained control of the commodities. Effective on 1 January 2025, the Group no longer recognises any sales revenue or cost of sales in respect of such transactions, but accounts for them as settlement of the sales contracts for bulk commodities. The Group has made retrospective adjustments to the comparative financial statement information, which has no impact on the total profit, net profit and total assets of the comparative periods.
- Gearing ratio = (Total liabilities - Account payables to brokerage clients - Funds payable to securities issuers)/(Total assets - Account payables to brokerage clients - Funds payable to securities issuers)
Annual Report 2025 DFZQ
Section II Company Profile and Key Financial Indicators
(ii) Key accounting data and key financial indicators for the recent five years
- Profit Unit: million Currency: RMB
| Items | 2025 | 2024 | 2023 | 2022 | 2021 |
|---|---|---|---|---|---|
| Revenue and other total income | 25,477 | 20,666 | 19,084 | 16,634 | 20,244 |
| Total expenses | 19,592 | 17,464 | 16,749 | 13,922 | 15,381 |
| Share of results of associates | 759 | 458 | 584 | 666 | 1,444 |
| Profit before income tax | 6,644 | 3,659 | 2,919 | 3,378 | 6,307 |
| Profit for the year-attributable to shareholders of the Company | 5,634 | 3,350 | 2,754 | 3,011 | 5,371 |
- Assets Unit: million Currency: RMB
| Items | As at the end of 2025 | As at the end of 2024 | As at the end of 2023 | As at the end of 2022 | As at the end of 2021 |
|---|---|---|---|---|---|
| Share capital | 8,497 | 8,497 | 8,497 | 8,497 | 6,994 |
| Total equity | 82,689 | 81,400 | 78,760 | 77,398 | 64,143 |
| Equity attributable to shareholders of the Company | 82,686 | 81,397 | 78,746 | 77,386 | 64,127 |
| Total liabilities | 404,187 | 336,337 | 304,930 | 290,669 | 262,457 |
| Account payables to brokerage clients | 147,190 | 113,637 | 111,571 | 123,041 | 90,012 |
| Total assets | 486,876 | 417,736 | 383,690 | 368,067 | 326,600 |
Annual Report 2025 DFZQ
Section II Company Profile and Key Financial Indicators
3. Key financial indicators
| Items | 2025 | 2024 | 2023 | 2022 | 2021 |
|---|---|---|---|---|---|
| Basic earnings per share (RMB/share) | 0.65 | 0.37 | 0.30 | 0.35 | 0.72 |
| Diluted earnings per share (RMB/share) | N/A | N/A | N/A | N/A | N/A |
| Weighted average returns on net assets (%) | 6.99 | 4.14 | 3.45 | 4.16 | 9.02 |
| Gearing ratio (%) | 75.66 | 73.20 | 71.04 | 68.41 | 72.89 |
| Net assets per share attributable to shareholders of the Company (RMB/share) | 9.80 | 9.62 | 9.30 | 9.11 | 9.17 |
Note: The weighted average number of ordinary shares in issue in 2021 has been adjusted retrospectively in the calculation of earnings per share.
(iii) Net capital and risk control indicators of the Parent Company
Unit: '000 Currency: RMB
| Items | As at the end of 2025 | As at the end of 2024 |
|---|---|---|
| Net capital | 53,549,616 | 53,848,275 |
| Net assets | 75,965,801 | 75,847,513 |
| Risk coverage rate (%) | 372.89 | 373.48 |
| Capital leverage ratio (%) | 16.12 | 18.13 |
| Liquidity coverage ratio (%) | 173.04 | 202.82 |
| Net stable funding ratio (%) | 136.24 | 148.83 |
| Net capital/net assets (%) | 70.49 | 71.00 |
| Net capital/liabilities (%) | 22.19 | 25.68 |
| Net assets/liabilities (%) | 31.49 | 36.17 |
| Proprietary equity-based securities and its derivatives/net capital (%) | 36.80 | 24.80 |
| Proprietary non-equity securities and its derivatives/net capital (%) | 355.44 | 365.23 |
Note: All data above have been calculated based on the financial information prepared in accordance with the CASBE. The figures as of the end of the period were prepared in accordance with the Regulations on the Calculation Standards for Risk Control Indicators of Securities Companies ([2024] No. 13) of China Securities Regulatory Commission, and the figures as of the end of the previous year have been restated using the same basis.
Annual Report 2025 DFZQ
Section II Company Profile and Key Financial Indicators
IX. DIFFERENCES BETWEEN IFRS AND CASBE
Net profits for January to December 2025 and January to December 2024, and net assets as at December 31, 2025 and December 31, 2024 as stated in the consolidated financial statements of the Group prepared in accordance with CASBE are consistent with those prepared in accordance with IFRS.
X. ITEMS MEASURED AT FAIR VALUE
Unit: million Currency: RMB
| Items | Opening balance | Closing balance | Current changes | Effects on current profits | |
|---|---|---|---|---|---|
| 1. | Financial assets at fair value through profit or loss | 90,189 | 110,160 | 19,971 | 5,412 |
| 2. | Derivative financial instruments | 873 | 612 | (261) | (1,361) |
| 3. | Debt instruments at fair value through other comprehensive income | 110,520 | 95,980 | (14,540) | 3,795 |
| 4. | Equity investments at fair value through other comprehensive income | 19,635 | 32,568 | 12,933 | 1,304 |
| 5. | Financial liabilities at fair value through profit or loss | 14,709 | 27,852 | 13,144 | 223 |
| 6. | Others | 1,579 | 1,807 | 228 | (151) |
Note: The effect on current profit includes: (1) net investment income and interest income acquired through holding and disposing of above-mentioned items; (2) impairment loss from debt instruments at fair value through other comprehensive income. All amounts above-mentioned affecting the current profit are amounts before enterprise income tax.
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
I. DISCUSSION AND ANALYSIS OF OPERATION
In 2025, the global economy moved forward amidst intertwined turbulence and structural reshaping. Recovery momentum remained insufficient and geopolitical conflicts continued to emerge, with the overall operating environment characterized by “weak recovery, high volatility and multiple challenges”. Faced with an adverse international environment, the Party Central Committee and the State Council implemented targeted policies. The positive momentum of domestic economic recovery continued to consolidate, and China’s capital market demonstrated strong resilience. The SSE Composite Index recorded an accumulated increase of 18.41%, representing the largest annual gain in 6 years. Market trading activity improved significantly, with annual turnover exceeding RMB400 trillion for the first time, reaching a historical high. The securities industry entered a phase of profound transformation. Merger and acquisition integration advanced in depth, and the consolidation of leading securities firms reshaped the competitive landscape. Al technology achieved full-scale integration, promoting business innovation and efficiency revolution. The introduction of new rules for the classification assessment guided the industry to shift from scale expansion to quality enhancement and differentiated development. The main theme of high-quality development in the industry became increasingly clear.
At this critical juncture where market opportunities and industry transformation are interwoven, the Company remained committed to its mission of “Serving the Country with Finance and Serving the People with Finance”. It seized the important window of market opportunities and pursued differentiated, specialised development. The Company continuously carried out education and learning activities to thoroughly implement the eight-point regulations of the Central Committee, advanced full and rigorous Party governance in depth, and took the new three-year strategic plan as the guide. It implemented the spirit of the Company’s working meeting at the beginning of the year, insisted on benchmarking against advanced peers and aiming for first-class standards, solved development problems through reforms, and enhanced development momentum through transformation. This has resulted in rapid progress in key indicators, breakthroughs in multiple core businesses, continuously solidified high-quality development patterns, and significant growth in operating performance, laying a solid foundation for achieving the Company’s strategic plan.
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
II. INDUSTRY OVERVIEW FOR THE REPORTING PERIOD
As the concluding year of the “14th Five-Year Plan”, 2025 witnessed China’s economy demonstrate strong resilience amidst a complex and volatile global environment. China’s GDP reached RMB140 trillion in 2025, representing a year-on-year increase of approximately 5% and exceeding the annual target. The industrial structure continued to optimise, and a new round of technological revolution and industrial transformation, represented by artificial intelligence, biomedicine, quantum technology, robotics and chip manufacturing, accelerated and achieved breakthroughs. Despite challenges such as external trade frictions, the economy progressed steadily with improvements through the diversification of export markets and policies to expand domestic demand. Macro policies were implemented with precision, and moderately accommodative monetary policies and targeted fiscal and taxation policies created a stable development environment for the capital market.
The year 2025 marked a period of systematic transformation for China’s capital market. Investor confidence and expectations improved significantly. The overall performance of the A share market remained stable and active, with total market capitalisation exceeding the RMB100 trillion and average daily turnover reaching RMB1.73 trillion, achieving reasonable growth in quantity and effective improvement in quality. The core functions of the securities industry accelerated their transformation towards comprehensive financial services. The industry actively integrated itself into the overall economic and social development landscape, proactively served major national strategies, achieved steady growth in scale and strength, continuously improved service quality and efficiency, and realised simultaneous rapid development in both quality and quantity. On the new journey of the “15th Five-Year Plan”, the securities industry, as the key “service provider” of direct financing, the crucial “gatekeeper” of the capital market and the professional “manager” of social wealth, will further strengthen its role in serving the real economy and the development of new quality productive forces, better serve investors, assist in the optimal allocation of residents’ assets, make every effort to promote the building of a financial powerhouse, and continue to contribute to the economic and social development during the “15th Five-Year Plan”.
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
III. PRINCIPAL BUSINESSES ENGAGED BY THE COMPANY DURING THE REPORTING PERIOD
The Company is a comprehensive securities company established under the CSRC's approval, which provides all-round, one-stop financial services covering securities, futures, asset management, investment banking, investment consultancy and securities research. Adhering to its mission of serving the national strategy and supporting real economy development, the Company focuses on five major areas including technology finance, green finance, inclusive finance, pension finance and digital finance, and maintains a customer-centric approach while deepening reforms and transformation. The Company has established three major business systems, namely, comprehensive wealth management, comprehensive investment banking and comprehensive institutional business, and developed four major business segments, namely, wealth and asset management, investment banking and alternative investments, institutions and sales trading, international and other businesses. These business systems and segments have fostered differentiated competitive advantages in asset management, wealth management, futures business and proprietary investment. The Company's revenue model primarily comprises fee and commission income, interest income from providing financial products or services to customers, and investment income from securities or equity investments.
The specific business segment structure is as follows:
| Wealth and asset management | Investment banking and alternative investment | Institutions and sales trading | International and other businesses |
|---|---|---|---|
| ■ wealth management | ■ investment banking | ■ proprietary investment | ■ international business |
| ■ asset management | ■ alternative investment | ■ client-oriented services | ■ other business |
| ■ futures business | ■ market-making business | ||
| ■ research services | |||
| ■ custodian business |
The wealth and asset management segment mainly provides clients with services such as securities brokerage, financial products, investment advisory, margin financing and securities lending, asset management as well as futures business.
The investment banking and alternative investment segment mainly includes services provided to customers such as stock underwriting and sponsoring, bond underwriting, financial advisory, and diversified corporate solutions as well as alternative investment.
The institutions and sales trading segment mainly consists of proprietary investment, client-oriented services, market-making business, research services and custodian business. Among them, proprietary investment includes investment transactions such as in equity, fixed income, commodities and foreign exchange; client-oriented services include OTC derivatives and FICC agency services.
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
The international and other businesses segment mainly includes the international business and other businesses. Among them, the international business mainly relies on overseas platforms such as Orient Finance Holdings, Orient Securities International and their subsidiaries, as well as the Singapore subsidiary of Orient Futures for business layout, and conducts businesses such as securities and futures brokerage, asset management, investment banking, and margin financing.
(i) Wealth and asset management
1. Wealth management
The Company conducts wealth management business mainly through the wealth management committee and its subordinate first-level departments and branches. During the Reporting Period, in accordance with the Company's new round of strategic planning, the wealth management committee formulated the Action Plan for the Construction of the "Three-Force" Mechanism of the Wealth Management Committee of DFZQ. With the objective of establishing a "three-force" coordination mechanism featuring headquarters-driven impetus, policy penetration and branch-level execution, the plan deeply integrates cutting-edge financial technology with the advantages of traditional brokerage businesses. Anchored in the main theme of "buy-side investment adviser", it seeks to drive the comprehensive transformation of DFZQ's wealth management business from a "product sales-oriented" approach to a "customer value creation-oriented" approach. The Company strives to build a wealth management business system rooted in professional advisory capabilities, supported by digital operations and safeguarded by optimised organisational effectiveness, thereby continuously enhancing the client service experience and integrated financial service capabilities.
(1) Securities brokerage business
During the Reporting Period, the stock market delivered strong performance. The total market capitalisation of A shares surpassed the RMB100 trillion mark, investor confidence was effectively restored, and trading activity remained at a high level. The average daily turnover of A shares reached RMB1.73 trillion, representing a year-on-year increase of 62.69%. The issuance of publicly offered funds concurrently picked up, among which passive index funds became the mainstream vehicle for capital allocation, with their scale continuing to grow, and the wealth creation effect in the equity market was restored.
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
In terms of customer base development, guided by the national regional development strategies, the wealth management committee established regional branches and functional internet branches, systematically advancing the reform of the "headquarters - branch - securities branches" three-tier organisational structure. The committee coordinated business resources and business development activities within regions, cultivated digital and intelligent core operational capabilities, and optimised the classified and tiered client service system. As at the end of the Reporting Period, the Company had 170 securities branches, covering 31 provinces, autonomous regions and municipalities directly under the Central Government. In 2025, commencing with the performance management system, the Company focused on the three core indicators of "clients, transactions and products", unified the operating approach of its branches, actively expanded both offline and online customer acquisition channels, and promoted reasonable growth in client base with steady qualitative improvement. As at the end of the Reporting Period, the Company had 3.2901 million customer capital accounts, representing an increase of 12.68% over the end of the previous year; and total assets under custody amounted to RMB1.08 trillion, representing an increase of 22.67% over the end of the previous year. During the Reporting Period, the Company added 390.5 thousand new client accounts and attracted RMB74.1 billion in newly on-boarded assets, representing a year-on-year increase of 44.62% and 40.92%, respectively.
In terms of trading services, during the Reporting Period, by providing services including trading support, market information and strategy backtesting, the Company has significantly improved market response speed and trading efficiency, and built an ultra-high-speed trading ecosystem with OST as the core. The Company actively introduced algorithmic strategies and established a winning strategy trading brand. The successful switchover and launch of the new-generation core business system comprehensively improved business processing efficiency and client service experience. The Company also developed the "DFZQ Client Pre-Trade Risk Control System" to enhance compliance trading service capabilities. Furthermore, the Company ensured high-quality trading execution services for both foreign and domestic clients, fully supporting the introduction of new businesses. The Company has actively intensified efforts to attract quantitative private funds and cross-border trading clients, constructing a trading business ecosystem focused on licensed institutional investment, ETF trading, strategy trading, and quantitative services for private fund clients. During the Reporting Period, the Company's branches achieved a market share of 1.34% in equity and fund trading, representing a year-on-year increase of 0.34 percentage point.
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
In terms of product sales, the Company has continuously optimized its public fund product matrix and built an “open, full-spectrum” selective public fund product shelf, launching three major products covering low, medium and high volatility products, thereby meeting the investment needs of clients with varying risk preferences. In 2025, more than 2,600 new products were added to the public fund product shelf. Concurrently, the Company guided its branches to prioritize client holding experience by focusing assessments on holding size. A distinctive feature in the market was the significant proportion of closed-end products with lock-up periods within the holding size of equity products. Additionally, the Company expanded into securities settlement products, further deepening cooperation with strategic partner managers. During the Reporting Period, the Company’s sales scale of non-monetary products amounted to RMB29.521 billion, representing a year-on-year increase of 40.87%. As at the end of the Reporting Period, the holding size of non-monetary products of the Company amounted to RMB70.096 billion, representing an increase of 25.57% from the beginning of the year.
The following table sets forth the type and amount of all the financial products the Group distributed during the periods indicated, including Over-The-Counter (OTC) products:
| (in RMB100 million) | January – December 2025 | January – December 2024 |
|---|---|---|
| Publicly offered funds (including monetary funds) | 2,167.70 | 1,376.02 |
| Trust schemes | 51.04 | 46.07 |
| Private equity investment fund products | 16.12 | 2.16 |
| Other financial products | 51.08 | 43.04 |
| Total | 2,285.94 | 1,467.29 |
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
In terms of private wealth management, during the Reporting Period, the Company has accelerated the construction of its private fund product line. Premised on meeting client needs, the Company has established a reporting mechanism led by the frontline demands of its branches, breaking down information barriers between capital-side demand and asset-side supply, thereby stimulating vitality at the business marketing end and forming a virtuous cycle of "demand driving supply, supply empowering sales." Meanwhile, the Company has promoted the construction of a private fund manager whitelist. By establishing a systematic and standardized mechanism for manager selection and tracking, the Company ensured the delivery of quality strategies to its branches, thus empowering frontline sales and ultimately meeting the diversified, high-quality allocation needs of high-net-worth clients. As at the end of the Reporting Period, the number of retail high-net-worth clients of the Company amounted to 21,835, an increase of 38.35% from the beginning of the year, and the total size of assets was RMB297.871 billion, an increase of 38.08% from the beginning of the year.
In terms of digital finance, the Company adhered to a client-centric approach, driven by technology empowerment and investment advisory leadership, to build a one-stop digital wealth management platform for clients. During the Reporting Period, the Company released Oriental Winners App 6.0, which upgraded and reconstructed the entire client journey from pre-investment analysis, in-investment decision-making to post-investment review, thereby enhancing both client investment efficiency and experience. The platform has launched distinctive services such as an investment advisory zone, the Winner 50 fund strategy, high-end wealth management products, the Winner T0 strategy, and the Investment Advisor Winner Account, helping clients seize market opportunities. The Company has also built a high-quality data foundation for wealth management, enriched its 4K tagging system, and effectively supported precious, strategic, and automated operations targeted at specific client segments, thereby increasing client activity.
In the future, the Company will focus on fulfilling its role as a social wealth manager, concentrating on client group operation and deepening the construction of three forces mechanism. It will focus on the four transformation elements of customers, products, teams and channels. The Company aims to build a co-construction, co-governance and shared digital wealth management ecosystem. Efforts will be made to promote the transformation and upgrading of branches and implement integrated online and offline marketing. The Company will enhance the quality and quantity of client group operation, building core barriers by improving investment research services and advancing fintech transformation to expand the scale of client assets. Furthermore, the Company will build a diversified trading service system, deepen its ultra-high-speed trading brand, and build a quantitative ecosystem. Adhering to the "ETF + Investment Advisory" strategy, the Company will continue to deeply promote the construction of its ETF ecosystem.
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
(2) Investment advisory business
In 2025, the fund investment advisory business maintained steady growth in scale, investor behavior became more rational, and the overall investment experience improved significantly. Concurrently, the divergent performance of the stock market drove a further increase in demand for securities investment advisory services, prompting advisory institutions to continuously optimize their professional "investment" capabilities and "advisory" service experience. During the Reporting Period, the Company established a dedicated investment advisory working group, and on the premise of prudence and compliance, promoted the new dual-drive model of "fund investment advisory + products" and "securities investment advisory + transactions".
In terms of fund investment advisory, during the Reporting Period, the Company adhered to the "customer-oriented" buy-side investment advisory approach, actively deploying fund investment advisory solutions in a low-interest-rate environment to facilitate the transformation of the Company's wealth management business. Firstly, the Company continuously enriched its advisory portfolio strategies, achieving favorable portfolio performance returns. In 2025, 16 new fund investment advisory portfolios were launched, bringing the total number of portfolios to 43. The portfolio strategies were diversified with distinct positioning, effectively meeting the multi-category, multi-scenario, and multi-objective investment needs of different investors. Notably, all strategic portfolios achieved positive returns during the year. Secondly, the fund investment advisory service model underwent continuous iteration. In 2025, the Company concurrently advanced both standardized portfolios and customized services within its fund investment advisory business. Standardized fund investment advisory portfolios provided convenient and efficient financial services to a broader audience, while customized services addressed the specific investment needs of corporate and institutional clients, resulting in continuously improving client service satisfaction. Thirdly, the Company launched advisory-type fund investment advisory services. In 2025, the Company innovated its service model by introducing an advisory-type fund investment advisory service solution, comprehensively enriching the service connotation of the fund investment advisory business in terms of strategic dimensions, service flexibility, and client participation. As at the end of the Reporting Period, the size of the Company's fund investment advisory business reached RMB17.195 billion, with a reinvestment rate of 76.28%, ranking among the forefront of the industry.
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
In terms of the securities investment advisory business, the Company attached great importance to the professionalization and systematization of its investment advisory talents. In collaboration with the securities research institutes, the Company launched the "Securities Investment Advisor Selection and Growth Initiative," establishing a systematic mechanism for the selection and cultivation of investment advisors. This laid a solid foundation for the standardized operation and scaled expansion of the business. In 2025, the Company has completed the launch of its securities investment advisory platform system, achieving full-process online operations for product development, review, contracting, and service delivery through this standardized platform. As at the end of the Reporting Period, 30 premier investment advisors of the Company had joined the Oriental Winner App, and 39 standardized investment advisory products were launched, effectively extending investment advisory services into the trading scenario.
In the future, the Company will adhere to the "buy-side position" and "advisory services," promoting a comprehensive upgrade of its investment advisory business by focusing on organizational structure, talent cultivation and system optimization. The Company will continue to strengthen its investment research capabilities and innovate its service models to provide clients with diverse options, helping investors achieve the preservation and appreciation of their asset value. Meanwhile, the Company will enhance its integration with artificial intelligence applications, continuously improving service efficiency and the client service experience.
(3) Credit trading business
During the Reporting Period, the increased market transaction activity drove the continuous expansion of the margin trading and securities lending business scale, with the balance rising steadily and hitting a new high in ten years. As at the end of the Reporting Period, the market balance of margin financing and securities lending amounted to RMB2,540.682 billion, representing an increase of 36.26% from the end of last year. Among them, the balance of margin financing amounted to RMB2,524.156 billion, representing an increase of 36.14% from the end of last year; the balance of securities lending amounted to RMB16.526 billion, representing an increase of 58.33% from the end of last year.
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
In terms of the margin financing and securities lending business, the Company adhered to the principle of "three goods and three excellences". Leveraging the business philosophy of "proactive client acquisition, proactive service delivery, and proactive support," the Company has deeply engaged in its high-net-worth client services, improved its margin pricing mechanism, and actively responded to the demands of its branches, thereby achieving synchronized growth in both business scale and client resources. The Company has continuously iterated and upgraded the Hang Seng's new generation system, launched the credit conditional order function, and established an intelligent credit data system, thereby empowering business management and enhancing business efficiency. In addition, the Company has built a dynamic risk prevention and control mechanism, elevating its intelligent risk management capabilities, empowering differentiated business needs, and providing a strong safeguard for the smooth operation of the business and the security of client assets. As at the end of the Reporting Period, the balance of margin financing and securities lending of the Company amounted to RMB37.839 billion, representing an increase of 37.79% from the end of last year, with a market share of 1.49% and an average maintenance guarantee ratio of 290.79%.
In terms of the collateralized stock business, the Company continued to adhere to the keynote of "risk control and scale reduction" and made every effort to promote the risk disposal of the collateralized stock business. As at the end of the Reporting Period, the outstanding balance of the Company's collateralized stock business amounted to RMB2.469 billion, all of which was contributed with proprietary funds, representing a decrease of 14.77% from the end of last year, and the risk was effectively eliminated.
In the future, the Company will continue to focus on business ecosystem development, refined management, and intelligent systems. While keeping risks under control, we will expand client resources, strengthen the client base, and promote the high-quality development of the margin financing and securities lending business. At the same time, we will continue to advance the risk resolution and disposal of risk assets in the collateralized stock business.
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
2. Asset management
The Company mainly engages in securities asset management business through Orient Securities Asset Management, a wholly-owned subsidiary of the Company; engages in fund management business through China Universal, an associate of which the Company is the largest shareholder holding 35.412% of the shares; and engages in private equity investment business through Orient Securities Capital Investment, a wholly-owned subsidiary of the Company.
(1) Securities asset management business
In 2025, the A-share market experienced a slow bull market centered on technology and growth stocks, while the bond market underwent significant adjustments and continued volatility. The high-quality development of the public fund industry has been steadily advancing, with a series of fundamental changes reshaping the industry landscape and urging industry institutions to firmly establish an operating philosophy centered on investors' best interests. The industry is now embracing a new wave of compliance governance and transformation-driven development. The "stock-bond seesaw" effect has driven the reallocation of household and institutional funds, with capital increasingly shifting from deposits and traditional fixed income products to diversified assets such as equity markets, fixed income+ products, publicly offered REITs, and convertible bonds.
During the Reporting Period, Orient Securities Asset Management actively responded to industry changes and market competition, sticking to the transformation path of a "second venture" and deeply integrating into the strategic layout of Orient Securities's "comprehensive wealth management". Focusing on investment performance, the company promoted the twin-engine approach of securities firms' asset management and publicly offered fund businesses, with product development, investment research, and sales as its main drivers. In line with its business strategy, the company streamlined and improved its product mix, facilitated the integration of investment and research, refined its sales and marketing system, enhanced investment performance, and improved client experience, thereby achieving dual growth in both management scale and business revenue.
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Section III REPORT OF THE BOARD
During the Reporting Period, the investment performance of Orient Securities Asset Management products improved. As of the end of the Reporting Period, the absolute return rate of equity funds in the past 10 years was 121.02%, ranking the third in the industry¹; the absolute return rate of fixed income funds in the past 7 years was 35.92%, ranking the top 20% in the industry². Fixed income + products have established industry influence, with high-volatility fixed-income + products leading in performance. Dividend low volatility products, as the largest OTC dividend funds in the sector, consistently deliver above-average results.
During the Reporting Period, Orient Securities Asset Management’s several products have registered outstanding results, and its continuous marketing work also stepped up to a new level, contributing to the stabilization and rebound of the overall management scale. Dong Fang Hong Core Value (東方紅核心價值) raised RMB1.991 billion, rendering it the first floating rate fund that completed fundraising for reaching the limit for fundraising scale; Dong Fang Hong Yingfeng FOF (東方紅盈豐 FOF) raised more than RMB6.5 billion, which is the largest FOF product launched in recent 3 years as at the end of the Reporting Period and the largest publicly offered fund issued during the Reporting Period. Dong Fang Hong Yufeng Huibao (東方紅裕豐回報), Dong Fang Hong Hong Kong Stock Connect High Dividend (東方紅港股適高股息) and other products have also achieved successful launches.
1 source: Galaxy Securities Fund Research Center – Long-term Assessment Ranking of Active Management of Equity Investment 2 source: Financial Products Research Center of Haitong Securities Research Institute – Performance Rankings of Equity and Fixed Income Assets of Fund Companies
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
As at the end of the Reporting Period, the total scale of assets under the entrusted management of Orient Securities Asset Management amounted to RMB286.792 billion, representing an increase of 32.43% as compared with the end of last year, and a total of 307 products were managed, representing a year-on-year increase of 20%. Among them, the management scale of publicly offered funds was RMB216.285 billion, representing an increase of 30.16% as compared with the end of last year, and the management scale of private equity management products was RMB66.597 billion, representing an increase of 48.12% as compared with the end of last year. The following table sets forth the scale of assets under management (AUM) of the Company by product type:
| (RMB100 million) | As at December 31, 2025 | As at December 31, 2024 |
|---|---|---|
| Collective asset management scheme | 318.30 | 203.07 |
| Single asset management scheme | 347.67 | 246.53 |
| Specialized asset management scheme | 39.10 | 54.40 |
| Publicly offered funds issued by securities companies | 2,162.85 | 1,661.69 |
| Total | 2,867.92 | 2,165.68 |
In the future, Orient Securities Asset Management will seize the opportunities arising from industry transformation, further iterate its investment and research management system, and deepen the integration of investment and research. The company will continue to enrich its product strategies, explore differentiated development paths, and build distinctive business features. Driven by the synergy of "superior investment, excellent service, and strong brand", it will strive to achieve high-quality growth and become a respected asset management institution.
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
(2) Fund management business
In 2025, as capital market reforms continued to deepen, the pace of medium – and long-term capital entering the market accelerated, further optimizing the market ecosystem. Guided by the Action Plan for Promoting the High-Quality Development of Publicly Offered Funds (《推動公募基金高質量發展行動方案》), the publicly offered fund industry fully transitioned to an operational paradigm centered on investor returns, leading to sustained growth in the industry's asset management scale. According to statistics from the Asset Management Association of China, as at the end of December 2025, the net asset value of publicly offered funds managed by publicly offered fund management institutions amounted to RMB37.71 trillion, representing an increase of 15% over the end of last year.
In accordance with the requirements of the "Year of Reform and Endeavor" in 2025, China Universal adheres to the business philosophy of "all for the long term" and the value of "customer first", steadily advancing towards the goal of becoming a world-class investment institution. In terms of investment and research, the company focuses on building a "people-centered multi-strategy investment system" and deepening rule-based investing, effectively ensuring investment discipline and maintaining stable product style. In terms of products, it continuously optimized the layout of its active equity funds and was among the first to participate in issuing new floating-rate funds. It deepened its index system, closely aligning with national strategic directions and precisely targeting new quality productive forces and hard technology sectors, resulting in nearly 70% growth in the scale of its equity index funds. The company also launched its first bond ETF, the "China Universal CSI AAA S&T Innovation Bond ETF". Furthermore, it successfully issued the nation's first pharmaceutical warehousing and logistics REIT and the country's first "commercial-to-affordable housing" rental housing REIT. In terms of customer service, the company solidly advanced advisory-style services and digital intelligence-driven companionship, pioneering the launch of the "DeepSeek in CashPlus" AI intelligent service in the industry to comprehensively enhance investor experience. In terms of international business, the China Universal CSI 300 ETF was successfully listed on the Brazilian market, becoming the first batch of products under the China-Brazil ETF connectivity scheme. The business of its Singapore subsidiary progressed steadily, while its Hong Kong subsidiary further enriched its strategy mix, steadily advancing the company's globalization strategy.
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Section III REPORT OF THE BOARD
As at the end of the Reporting Period, the scale of publicly offered funds excluding monetary funds under management of China Universal exceeded RMB680.0 billion, representing an increase of approximately 37% from the beginning of the year. During the Reporting Period, China Universal has established 54 publicly offering funds in total, with a total issuance scale of approximately RMB36.5 billion, furthering expanding underlying asset matrix.
Looking ahead, China Universal will remain firmly committed to its goal of becoming a first-class investment institution, dedicated to delivering long-term and stable returns for its investors. The company will continue to enhance its underlying asset matrix, encompassing active equity, fixed income, and index-based quantitative products, while driving innovation and breakthroughs in its pension funds, REITs, and international business. Through digital and intelligent transformation, the strengthening of compliance and risk management, and the comprehensive development of its professional talent pipeline, the company aims to achieve a transformative leap toward becoming a first-class investment institution.
(3) Private equity investment fund
In 2025, the domestic capital market consolidated amidst volatility against a backdrop of policy support and structural transformation. Market sentiment turned more rational, leading to a reshaping of valuation systems. In the primary equity investment market, participants were required to precisely capture industrial certainty amid complex macroeconomic variables, discern structural opportunities amid challenges, and seize the epochal opportunities presented by the new wave of technological revolution and industrial transformation.
During the Reporting Period, Orient Securities Capital Investment deepened its “harmony in diversity” platform strategy, focusing its efforts on two core areas, i.e. technological innovation and M&A restructuring to drive synergy across the entire business chain of “fundraising, investing, managing, and exiting.” On the fundraising front, the company expanded its fund-of-funds scale and supported the establishment of M&A funds. On the investment front, it precisely targeted high-quality sectors such as semiconductors, robotics, and AI. The Company also strengthened post-investment management and risk warning, explored diversified exit pathways, and cleared out risk assets.
As at the end of the Reporting Period, Orient Securities Capital Investment managed 59 funds with a total scale of RMB18.375 billion, with 11 new funds added, involving a new scale of RMB2.980 billion. There were 135 projects under investment, with an investment amount of RMB6.841 billion, including 5 listed projects. During the Reporting Period, two target company’s IPO were successfully listed and one target company’s IPO application was approved, while IPO applications from three other companies were submitted and accepted for review.
In the future, Orient Securities Capital Investment will continue to uphold its original aspiration of discovering and create value through research, focus on the industrial directions prioritized for development during the “15th Five-Year Plan” period, persistently conduct systematic internal research and strategy calibration, and build a business system that integrates “top-down” strategic guidance with “bottom-up” market validation.
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
3. Futures business
The Company mainly engages in futures business through Orient Futures, a wholly-owned subsidiary of the Company.
In 2025, the domestic futures market achieved a significant leap in scale and a comprehensive enhancement in vitality. In terms of market size, total customer equity across the market historically surpassed the RMB2 trillion mark, reflecting long-term capital allocation confidence and deeper market participation. The trading volume of the market also increased substantially, with trading activity reaching new highs.
Orient Futures remained committed to a pragmatic and enterprising approach while strictly adhering to compliance and risk control standards, achieving zero risk incidents and zero accidents throughout the year, thereby laying a solid foundation for business expansion. The Company actively advanced innovation and optimization in multiple areas. First, it empowered its business through in-depth research by strengthening client engagement via roadshows, customized reports, and the Finoview platform, which integrates multi-source data. Second, it enhanced quality and efficiency through digitalization and agile management, optimizing the account opening experience and trading systems while promoting the implementation of AI technologies. Third, it deepened internal and external collaboration by fostering coordinated development among brokerage, asset management, and risk management subsidiaries, achieving positive results. Fourth, it accelerated its international expansion by leveraging its Singapore subsidiary as a strategic hub to expand into overseas markets and build comprehensive cross-border service capabilities. These initiatives delivered remarkable results, further strengthening the Company's overall competitiveness. As at the end of 2025, Orient Futures ranked among the top three in the industry in terms of market share of agency trading volume and customer equity scale, maintaining its leading position in the sector.
Looking ahead, Orient Futures will continue to evolve while upholding its commitment to compliance and a pragmatic approach, focusing on three key strategic directions. First, it will deepen its whole life-cycle risk management capabilities, further cultivate industrial clients, and enhance its integrated product matrix. Second, it will strengthen its "research + technology" dual-engine model for intelligent services, promoting deeper integration between technology and business operations. Third, it will enhance its ability to integrate and coordinate international resources, leveraging its overseas subsidiaries as strategic hubs to build a comprehensive cross-border service system.
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
(ii) Investment banking and alternative investment
1. Investment banking
The Company mainly engages in investment banking business through the investment banking management committee and its first-tier departments, as well as the fixed income business department.
(1) Equity financing business
In 2025, the A-share market unleashed new momentum amid the continued release of favorable policies. IPO regulatory policies shifted from "strict control over quantity" to a focus on "improving quality while increasing volume," with differentiated review standards becoming more prominent. Support for the listing of hard-tech enterprises, specialized and sophisticated SMEs, and pre-profit companies was further strengthened. Throughout the year, total financing in the A-share primary market reached RMB1,082.636 billion, representing a year-on-year increase of 273%. Equity financing maintained stable deal volume with rising proceeds, reflecting the steady release of normalized financing demand.
According to Wind data statistics, during the Reporting Period, the Company completed 15 A-share equity financing transactions, ranking 7th in the industry. Among these transactions, the Company acted as a lead underwriter of 5 IPO projects and 10 follow-on offerings. The total lead underwriting amount reached RMB11.048 billion, ranking 11th in the industry. Guided by the mission of promoting high-quality financial development, the Company closely aligned with national strategic priorities, deepened its focus on industrial investment banking, and centered on the development of new quality productive forces. It supported the growth of technology innovation enterprises and built a strong science and technology innovation investment banking brand. In the energy investment banking sector, the Company actively enhanced issuance efficiency for energy-related equity transactions and fulfilled its mission of serving the real economy through diversified investment banking services.
Looking ahead, the Company will anchor its strategy to national priorities and industry development trends. Leveraging its integrated "investment + investment banking + investment research" platform, it will co-build an industrial ecosystem, with a strategic focus on science and technology innovation and energy investment banking businesses. The Company aims to cultivate differentiated competitive advantages and establish a distinctive Oriental industrial investment banking brand, while continuing to deepen "cross-border integration" coordination and further developing its specialized cross-border investment banking services.
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Section III REPORT OF THE BOARD
(2) Bond financing business
During the Reporting Period, the total issuance scale of all types of bonds in the entire market (including interbank certificates of deposit) amounted to RMB89.08 trillion, representing a year-on-year increase of 11.54%. Monetary policy maintained a "moderately accommodative" stance, while fiscal policy was implemented proactively and ahead of schedule, creating a favorable policy environment for the credit bond market. Coupled with enhanced policy support for bonds for science and technology innovation, credit bond issuance expanded steadily, and net financing increased significantly. In terms of market participants, the leading players remained pronounced influence. Leading securities firms dominated segments such as credit bonds and bonds for science and technology innovation, while banks leveraged their underwriting advantages in interest rate bonds and local government bonds to establish differentiated competitive positions.
In terms of interest rate bonds, the Company continued to maintain a leading position in the industry. During the Reporting Period, the Company's total underwriting volume of interest rate bonds increased by 70% year-on-year. In particular, as one of only two securities firms among the Class A underwriters of book-entry interest-bearing treasury bonds, the Company underwrote more than RMB340.0 billion of book-entry interest-bearing treasury bonds, of which over 21% was special government bonds. This provided strong support for China's "Major National Strategies and Security Capability in Key Areas" and "Large-scale Equipment Renewal and Trade-in of Consumer Goods" initiatives. The Company's business rankings improved steadily, ranking first among securities dealers in the underwriting of book-entry interest-bearing treasury bonds and financial bonds issued by China Development Bank (CDB) and Agricultural Development Bank of China (ADBC). In addition, leveraging its strengths, the Company actively participated in the underwriting of bonds for science and technology innovation issued by policy banks, supporting the successful inaugural issuance of sci-tech innovation bonds by CDB. The Company helped CDB successfully issue its first bonds for science and technology innovation, ranking among the top in underwriting volume among securities firms. It has taken practical actions to increase support for the capital demand for science and technology innovation purposes and contributed to the reduction of financing costs.
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
In terms of credit bonds, the Company leveraged its advantages and actively participated in the issuance and underwriting of bonds for science and technology innovation and green bonds. During the Reporting Period, the Company underwrote bonds for science and technology innovation (including notes for science and technology innovation) amounting to RMB30.184 billion, representing a year-on-year increase of 63%. The aggregate size of green bonds, low-carbon transition bonds, and sustainable linked bonds underwritten by the Company reached RMB17.259 billion, representing a year-on-year increase of 128%. In addition, the Company vigorously explored other special bond varieties, and underwrote and issued multiple corporate bonds for rural revitalisation, small and micro-enterprise financial bonds, corporate bonds for small and micro-enterprises, financial bonds for Agriculture, Rural Areas and Farmers, high-growth industry bonds, and "Belt and Road" corporate bonds. These issuances provided dedicated funding for major projects in technology innovation, green carbon neutrality initiatives, rural revitalisation, and small and micro enterprises, thereby supporting the high-quality development of the real economy. Adhering to a prudent and compliant operating philosophy with rigorous risk control, the Company maintained a zero-default track record across all bond projects.
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
According to Wind data statistics, the total underwriting size of the Company's bond underwriting business in 2025 ranked 8th in the industry. The table below sets forth the breakdown of bonds underwritten by the Company as lead underwriter:
| (in RMB100 million) | January – December, 2025 | January – December, 2024 |
|---|---|---|
| Corporate debentures: | ||
| Number of underwriting as lead underwrite | 449 | 347 |
| Amount underwritten as lead underwriter | 1,408.09 | 1,135.30 |
| Corporate bonds: | ||
| Number of underwriting as lead underwrite | 2 | 5 |
| Amount underwritten as lead underwriter | 2.94 | 10.79 |
| Financial bonds: | ||
| Number of underwriting as lead underwrite | 103 | 67 |
| Amount underwritten as lead underwriter | 749.57 | 644.32 |
| Asset-backed securities: | ||
| Number of underwriting as lead underwrite | 95 | 177 |
| Amount underwritten as lead underwriter | 167.68 | 248.54 |
| Debt financing instruments of non-financial enterprises: | ||
| Number of underwriting as lead underwrite | 207 | 179 |
| Amount underwritten as lead underwriter | 554.77 | 544.91 |
| Local government bonds: | ||
| Number of underwriting as lead underwrite | 208 | 170 |
| Amount underwritten as lead underwriter | 435.37 | 366.99 |
| Total: | ||
| Number of underwriting as lead underwrite | 1,064 | 945 |
| Amount underwritten as lead underwriter | 3,318.41 | 2,950.85 |
Going forward, the Company will continue to deepen three linkage service model: "investment + investment banking + investment research". On the one hand, the Company will further explore the diversified financing needs of customers, build a comprehensive financial service system covering the full value chain and the entire lifecycle, and continuously enhance service effectiveness, efficiency and the ability to implement product innovation. On the other hand, the Company will focus on high-quality regional client bases, expand business coverage in key national strategic regions, solidify its scale foundation through bond business, and broaden growth potential through new tracks such as ABS and REITs, thereby steadily strengthening the Company's overall business scale and core competitiveness.
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Section III REPORT OF THE BOARD
(3) Financial advisory services
In recent years, with the successive release of policies supporting mergers, acquisitions, and restructuring of listed companies, such as the new "Nine National Measures" (國九條), the "Eight Measures for the STAR Market" (科創板八條), and the "Six Measures for M&A" (併購六條), the A-share M&A and restructuring market has become increasingly active. In 2025, the number of M&A transactions that first disclosed restructuring plans and draft proposals reached over 140 and over 120, respectively, far exceeding the same period of the previous year, indicating that the M&A and restructuring market among A-share listed companies is recovering.
The Company attaches great importance to M&A and restructuring-related financial advisory business. It has continued to focus on "hard-tech" target assets with core technologies, guiding listed companies to actively pursue M&A integration along the upstream and downstream segments of the industrial chain, and adopting multiple measures to enhance business scale and market ranking. According to Wind data statistics, the Company ranked 4th in the industry by the number of licensed M&A and restructuring projects approved by review committees, and 2nd in the industry by the scale of approved projects.
In terms of large-scale projects, the Company served as the independent financial advisor to Guotai Junan to merge with Haitong Securities, which was completed within the year. This project represents the largest A + H bilateral market absorption merger in the history of China's capital market, and the largest M&A project in the international investment banking sector since 2008. In terms of technological innovation M&A, the Company, serving as the independent financial advisor, assisted Sanyou Medical (a listed company on the STAR Market) completing its holistic acquisition of Shuimu Tianpeng, a manufacturer of ultrasonic surgical equipment and consumables, facilitated RoboTouch (a ChiNext-listed firm) completing its holistic acquisition of Germany's ficonTEC, a global leading company in photonics and semiconductor automated packaging and testing equipment, and helped Ferrotec (another ChiNext company) completing its acquisition of Fulehua, an advanced manufacturer of power semiconductor copper-clad ceramic substrates. In terms of industrial M&A, the Company assisted Dare Auto completing its acquisition of assets within the automotive components sector and facilitated Ninestar in completing asset integration. Furthermore, the Company also continues to support multiple listed companies in their transformation through M&As focused on new quality productive forces, industrial M&A and cross-border transactions, spanning industries such as components, chemicals, and finance.
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Section III REPORT OF THE BOARD
The Company will focus on technological innovation M&A and industrial M&A, and participating in M&A transactions with significant scale and market influence in the future. In addition, the Company will also actively develop innovative business opportunities such as the transfer of control rights of listed companies and financial advisory services for bankruptcy reorganization, through which it will give priority to obtaining business opportunities for the future capital operation of listed companies. The Company will also pay attention to the internationalization needs of its high quality listed company clients, and provide comprehensive financial services through domestic and overseas linkage to meet the clients' needs for financing in overseas markets and global strategic layout.
2. Alternative investments
The Company primarily engages in alternative investments business through Orient Securities Innovation, a wholly-owned subsidiary of the Company.
In 2025, driven by both policy guidance and market mechanisms, the alternative investment market put greater emphasis on deep industrial integration, refined risk management, and long-term value discovery, presenting professional institutions with a competitive landscape marked by both opportunities and challenges. The primary equity investment market witnessed a structural recovery, with capital increasingly concentrated in national strategic areas such as hard technology, advanced manufacturing, and green low-carbon development. Investment logic had shifted from pursuing singular financial returns toward industrial synergy and value co-creation. Against the backdrop of continued supply-side releases, the special assets investment market offered vast potential and a marked increase in business opportunities, while imposing higher requirements on investment institutions' capabilities in asset valuation, restructuring execution, and cross-cycle management.
Orient Securities Innovation dynamically adjusted asset allocations across different maturity structures, risk levels, and return objectives, with a focus on enhancing the resilience and return potential of overall portfolio. In the equity investment business, it adhered to the principle of "investing in early, small-sized and hard-core technology enterprises", thereby contributing to national industrial upgrading and the reinforcement of foundational industrial chains. Leveraging its innovative and diversified strengths as a securities firm's alternative investment subsidiary, it actively explored investment opportunities such as private placements by listed companies and strategic allotments on the Beijing Stock Exchange. As at the end of the Reporting Period, Orient Securities Innovation had 105 existing equity investment projects with an aggregate balance of RMB4.282 billion. As for the special assets investment business, the Company continued exploration of innovative business opportunities, broadening of the underlying asset scope under the premise of strict risk control, cultivation of new growth points, and enhancement of proactive project management and value creation capabilities. As at the end of the Reporting Period, Orient Securities Innovation had 36 existing special asset investment projects with an aggregate balance of RMB2.442 billion.
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Section III REPORT OF THE BOARD
In the future, Orient Securities Innovation will, while reinforcing its traditional business capabilities, forge new growth curves and cultivate differentiated competitiveness. On the one hand, it will seize industry opportunities, intensively explore investment opportunities, optimize the structure of its project pipeline, enhance professional investment capabilities, and strengthen risk management. On the other hand, it will more precisely define its value positioning within the Group’s overall strategy, achieving deep synergy and two-way empowerment with the Parent Company’s business operations.
(iii) Institutional and sales trading
1. Proprietary investment
The Company conducts both equity and non-equity proprietary investment businesses primarily through the securities investment business department and the fixed income business department.
In 2025, amid steady economic development and technological breakthroughs, the stock market demonstrated strong resilience and posted steady gains. Meanwhile, bond market yields trended upward overall, with the yield on 10-year treasury bonds rising 17bp to around 1.85% and the yield on 10-year CDB bond climbing 27bp to approximately 2%. The total price index of ChinaBond dropped by 2.33%, and the comprehensive price index of ChinaBond declined by 1.59%.
In terms of equity proprietary trading, the Company actively pursued a “multi-asset, multi-strategy and prudent investment” approach and adhered to the concept of “prosperity value”. Through successful and effective dynamic asset allocation to capture market opportunities and refined investment, it achieved a significant contribution to overall revenue growth. Specifically, the Company further strengthened its high-dividend investment strategy, prioritizing in-depth research and investment in selected industries and companies while optimizing the investment structure to expand stable core returns. Concurrently, its trading investments dynamically adjusted strategies in response to market changes, leveraging its strengths to selectively invest in companies and generate robust excess returns.
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In terms of proprietary non-equity, after years of dedicated efforts and accumulation, the Company has developed a comprehensive investment research system and robust system support for its bond proprietary trading. During the Reporting Period, the Company effectively capitalized on bond market fluctuations, dynamically optimized the allocation structure of credit bonds, and enhanced returns through diversified investments. On the liability side, multiple measures were implemented to broaden financing channels, resulting in funding costs significantly below industry peers. During the Reporting Period, the Company's interbank market operations remained stable. Exchange-traded bond (including bond ETF) trading volume increased by 90.69% year-on-year, while interest rate swap trading volume grew by 167.61%. Commodity proprietary trading continued to optimize its asset structure, and foreign exchange proprietary trading increased the weighting of arbitrage strategies, further enhancing the stability of returns for both. The Company obtained the newly approved southbound trading qualification during the year, adding a new cross-border fixed-income investment channel. Over the years, the Company has been self-developing the super investment management platform SIP, enabling full-asset trading, comprehensive business support, and end-to-end process control. This platform has expanded the Company's business footprint across multiple markets, including the interbank market, exchange-traded markets, and foreign exchange, supporting innovative businesses and improving compliance and risk control systems. With efficient portfolio management and asset allocation capabilities, it provides solid support for proprietary investments.
In the future, for proprietary equity business, the Company will continue to pursue absolute returns. It will continuously enhance its capabilities in analyzing macroeconomic and international political developments, while strengthening its tracking and research of market trends and trends in various investment assets, in order to achieve steady scale investments and effective risk control, and sustainably obtain shares in the returns generated by the economy and markets. As for proprietary non-equity, the Company will persist in its non-directional transformation, enhancing its capabilities in flexible asset allocation and investment trading while executing macro hedging strategies across major asset classes. It will strengthen credit risk prevention and control, prioritize green investments, accelerate the update and iteration of the SIP system, and promote financial technology empowerment.
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2. Client-oriented business
The Company mainly conducts client-oriented business through the financial derivatives department and the fixed income business department.
During the Reporting Period, client-oriented business continued to grow amid industry standardization and intensifying competition. Firstly, the regulatory policies remained steadily strengthening the orientation toward serving the real economy, which created favorable operating conditions for business operations. Secondly, financial institutions generally increased their investment in client-oriented business, accelerating product innovation and intensifying the market competition. Meanwhile, clients' demand for personalized financial products is also rising rapidly, providing new opportunities for the development of client-oriented business.
In respect of OTC derivatives, the Company enhanced risk controls, reduced the proportion of volatile businesses so as to improve the stability of returns. All business lines achieved monthly profitability, with an overall return rate exceeding 20%. Through ongoing optimization of group synergies and business models, the Company effectively coordinated high-quality group resources and achieved a marked increase in business revenue. During the Reporting Period, in terms of the OTC options business, it significantly reduced the Greeks exposure and tail risks, optimized the concentration of product structures and risk factors, maintained steady operations, and recorded a trading volume of RMB12.488 billion. As for the total return swaps business, the Company focused on low-risk business models, with index enhancement and other products maintaining stable scale and robust profit profiles, achieving a trading volume of RMB38.447 billion. The income certificate business served financial institutions and corporate entities, with a transaction volume of RMB12.02 billion.
In terms of the FICC agency business, the Company further deepened its transition to client-driven business, achieved continuous breakthroughs in its service model, and saw a sustained rise in the proportion of client-driven revenue. During the Reporting Period, the Company launched several carbon finance business models, including the trading of the first batch of newly registered emission reductions in the national voluntary greenhouse gas emission reduction market, continuously enriched the types of carbon assets in its portfolio, and increased the number of institutional clients covered. In foreign exchange client business, new business scenarios were added, including corporate foreign debt hedging, foreign exchange purchase for ODI, and principal and interest repayment upon maturity of foreign debts. The scale of investment advisory business reached RMB37.047 billion, representing a year-on-year increase of 20.90%, with the investment yields of major products ranking among the top in the industry. Breakthroughs were made in equity-bond-commodity strategy indices, and the productization of strategy indices was initiated. The Company obtained the qualification for agency clearing of interest rate swaps. The scale of quoted repurchase agreements increased substantially.
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In the future, the Company will continue to focus on improving the quality of its OTC derivatives business, further tap into the demands of institutional clients, and enhance its capabilities in business innovation, trading, digitalization, sales and risk management. In OTC options business, the Company will strictly control the overall scale and risk exposure, enrich its product line, and foster new business growth drivers. In return swap business, the Company will build a more diversified product system and continuously improve monitoring effectiveness. The FICC client-driven business will continue to advance the development of a cross-asset onshore and offshore institutional sales and trading platform, further enrich the business models by focusing on customers' needs for asset allocation and risk management. Meanwhile, it will consolidate the advantages of carbon finance business and strengthen its position in green finance development.
3. Market-making business
The Company conducts equity and non-equity market-making business mainly through the securities investment business department, the financial derivatives business department, and the fixed income business department.
During the Reporting Period, the "Science and Technology Board" for the bond market was officially launched, and the bond ETF market developed rapidly. The two major product lines of benchmark market-making credit bond ETFs and science and technology innovation bond ETFs expanded significantly during the year, with the total market size exceeding RMB800 billion. Securities companies actively participated in the development of the ETF ecosystem, and demand for bond ETF market-making services grew rapidly. Meanwhile, the recovery in trading volume in the equity market and the explosive growth of the ETF sector provided broad space for the development of market-making business.
In terms of equity market-making, the Company took proactive initiatives to fully capitalize on market volatility opportunities, demonstrated resilience in a complex trading environment across markets and products, and achieved a year-on-year increase of over 50% in market-making revenue. The Company is a full-license primary market maker for equity options, with trading volume consistently remaining in the first tier of the industry, and was awarded the "Excellent Options Market Maker" in the Shenzhen Stock Exchange's annual comprehensive evaluation. Fund market-making business achieved leapfrog development, with the number of underlying products increased to 477, representing a year-on-year rise of over 100%, and received A/AA-level ratings from the Shanghai and Shenzhen Stock Exchanges annually. As one of the "core engines" of the Company's ETF ecosystem, it effectively expanded the Company's capital intermediary revenue channels. The commodity market-making portfolio was further expanded with the addition of SHFE petroleum asphalt options, nickel futures and Guangzhou Futures Exchange platinum options, and the Company's commitment to serving the real economy and its cross-asset trading capability system have been increasingly improved. The Company deeply engaged in stock market-making, with Beijing Stock Exchange market-making projects operating smoothly and STAR Market individual stock market-making business developing steadily, and it was consecutively rated Class A in the Shanghai Stock Exchange's annual STAR Market stock market maker evaluation.
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The Company's bond market-making business maintained a leading position in the industry. During the Reporting Period, the Company's market-making trading volume increased by 17.55% year-on-year; full-year Swap Connect trading volume rose by 117.66% year-on-year, and its market share in RMB bond quotations to overseas clients remained stable with an upward trend. The Company ranked among the top two in the industry in market-making of financial bonds issued by the three policy banks for consecutive periods. In the Shanghai Stock Exchange bond market-making, it ranked first, third and third in the market for interest rate bonds, credit bonds and local government bonds respectively, and received Class A ratings for both interest rate bonds and credit bonds in the Shenzhen Stock Exchange bond market-making. The Company actively responded to the development of the "Science and Technology Board" in the bond market, participated in the full-range market-making of science and technology innovation bonds in the first batch, continuously expanded the underlying products for science and technology innovation bond market-making, and actively participated in the market-making of science and technology innovation bond ETFs. During the Reporting Period, all 22 science and technology innovation bond ETF products covered by the Company received Class A or above market-making ratings. Meanwhile, the Company increased coverage of non-equity ETF product market-making business, with the number of market-making products surging to 42, successfully ranking among the top players in the bond ETF market-making industry, and strengthened its comprehensive service capabilities for fund client groups through ETF business.
In the future, the Company's equity market-making business will, on the basis of consolidating its existing leading advantages, fully expand its asset scale, actively develop cross-border asset market-making business, enhance system and strategy capabilities, and steadily move toward becoming a leading market maker with international competitiveness. The bond market-making business will strengthen technology empowerment, adopt a client-centric approach, and build a one-stop comprehensive market-making service model.
4. Research services
The Company primarily provides securities research and other services through the securities research institute.
In 2025, the investor structure of the domestic capital market continued to evolve toward institutionalization and professionalization. Coupled with the industry-wide reduction in commission rates for public funds, competition in the securities research business became increasingly fierce. Based on the general trend of industry development, the Securities research institute, while continuing to consolidate the foundation of public fund business, proactively adapted to trend changes, promoted the innovative iteration and upgrading of various businesses, expanded development boundaries, and enhanced core competitiveness.
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During the Reporting Period, the Securities research institute deeply explored the upgrading and expansion of its business. It reshaped the departmental research system, established a multi-tiered framework of "think tank research + securities research + wealth research", and created an industry-leading multi-asset allocation research system based on the Company's existing businesses. Externally, it actively expanded its client base, deepened institutional services, and expanded market influence, adding a total of 34 institutional clients, including 29 non-public fund clients. Internally, closely centering on the strategic positioning of fully empowering the three major businesses of "wealth + investment banking + institutions", it effectively boosted the transformation and upgrading of the Company's light-asset sectors.
During the Reporting Period, the Company issued a total of 1,855 research reports of various types, provided 19,724 online and offline research roadshows for institutional clients, held 429 special public conference calls, and organized 29 special events such as offline strategy conferences and expert salons, continuously consolidating in-depth connections with institutional investors. The Company achieved a revenue of RMB316 million from public offering commissions (including special accounts, social security, and annuity seats), with a trading volume of publicly offered funds accounting for 2.28%.
In the future, based on the gradual improvement of the three major research systems of "think tank research + securities research + wealth research", the Securities research institute will adopt richer research products and a more diversified client system to truly realize its core function of "building influence through research, facilitating transactions and promoting the development of various businesses of the Company".
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5. Custody business
The Company conducts its custody business primarily through its custodian business department.
In 2025, the scale of custody assets maintained steady growth, but the structure diverged: the scale of public funds, especially ETF products, grew rapidly, while small and medium private fund products accelerated liquidation. The average custody fee rates and management fee rates of funds across the market declined, and competition among custody institutions in terms of product fees and service quality became more intense.
Adhering to the philosophy of "Serving the People with Finance", the Company improved its capabilities in investment supervision and information disclosure review, built an integrated front-middle-back office service system, earnestly performed its duties as a custodian, effectively protected the legitimate rights and interests of investors, and continuously improved client satisfaction. The Company accelerated the development of digital custody, launched automated clearing and reconciliation systems, upgraded the manager service platform, and further improved operational efficiency. As at the end of the Reporting Period, the Company provided custody and outsourcing services for more than 2,200 products, with a total scale of nearly RMB200 billion.
In the future, focusing on the three core objectives of "strong empowerment, risk control and scale expansion", the Company will prioritize ETF funds, asset management plans of financial institutions and cooperation with high-quality private funds, effectively build a business ecosystem, and promote the high-quality development of custody and outsourcing business.
(iv) International and other businesses
The Company conducts international business mainly through its wholly-owned subsidiaries, Orient Finance Holdings, Orient Securities International and their subsidiaries, as well as the Singapore subsidiary of Orient Futures.
During the Reporting Period, Hong Kong's economic development accelerated integration with the Mainland, and the vitality of the capital market was demonstrated. The Hang Seng Index rose 27.77% for the full year, while the composite index of Chinese-issued US dollar bonds and investment-grade index increased by 6.82% and 6.81% respectively. However, the profound adjustment of the international political and economic landscape, pressure on global economic recovery, and volatile trends in the capital market persisted. Regional conflicts and strained international relations also exacerbated uncertainties in the prices of energy and other bulk commodities as well as various financial assets.
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As the Company's international business platform, Orient Securities International has established various wholly-owned subsidiaries licensed by the SFC to make a comprehensive layout in businesses including securities and futures brokerage, asset management, investment banking, and financial markets. During the Reporting Period, Orient Securities International overall demonstrated a positive trend of steady progress and improvements in both quality and efficiency. The intermediary business made comprehensive progress, becoming a key driver of business growth, and achieved continuous expansion of customer base with offshore customer increased by 65%. For the asset management business, the Company seized opportunities presented by the market upturn by enhancing client quality and asset scale, strengthening the onboarding of high-net-worth individuals and bond-focused client segments. The trusted assets grew by 39% compared to the beginning of the year, and Hong Kong stock trading volume increased by 95% year-on-year. Multiple products and business initiatives achieved innovative breakthroughs. The asset management business increased by 25% compared to the beginning of the year. The public fund performance outperformed benchmark indices by providing comprehensive financial service solutions to satisfy clients' cross-border asset allocation needs. For the investment banking business: The integrated onshore-offshore business model delivered notable results. Total bond underwriting volume grew by 5% year-on-year. Three underwriting mandates were listed on the Luxembourg Stock Exchange, continuously supporting Chinese enterprises in expanding into the European market. In equity capital markets, the Company completed the underwriting for the Hong Kong IPO listing of Auntea Jenny. Total equity underwriting volume for Hong Kong listings surged by 1.2 times year-on-year, with the pipeline of signed projects continuing to strengthen. For the proprietary investment business in financial markets, the Company adhered to a core strategy of investment model focusing on configuration, and the portfolio maintained a structure emphasizing asset quality, currency diversification, and risk dispersion. Investment returns were substantial and outperformed the market. The sales transactions business underwent comprehensive expansion, with financial services and products becoming increasingly sophisticated and scale growing in an orderly manner. Initiatives included the development of equity derivatives and commodity businesses. The layout of the offshore multi-asset platform was further refined, opening up new avenues for future growth.
Singapore subsidiary of Orient Futures anchors its strategy on international development, continuously enhancing its business presence and product system to comprehensively strengthen integrated financial service capabilities. First, it has progressively established connectivity with major exchanges in global and emerging markets, including CME Group, HKEX, Osaka Exchange, LME, and Brasil Bolsa Balcão (巴西 B3 交易所), forming a worldwide trading and clearing network. Second, it reinforces its OTC derivatives service capabilities, offering margin financing for cross-market arbitrage, maintaining business stability through flexible operations and product innovation, and solidifying the foundation for cross-border services. Third, it has obtained Qualified Foreign Investor (QFI) status approved by the securities regulator, enabling deployment of its proprietary capital in Mainland China's securities and futures markets, thereby diversifying the Company's revenue streams.
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In the future, the Company will advance its internationalisation process in an orderly and pragmatic manner. Orient Securities International will anchor itself in the new phase of development, adhering to a development path characterised by "clear business models, stable and foreseeable returns, and measurable and manageable risks". It will further expand business scale, broaden its client base, and sustain its robust growth trajectory. Singapore subsidiary of Orient Futures will continue to deepen its international strategic layout, strengthen synergies across global markets and multi-asset classes, steadily enrich its product offerings, and elevate its professional capabilities in OTC derivatives and cross-market businesses. Leveraging financial technology and innovation capabilities, it will steadily enhance service quality and operational efficiency.
In the area of financial technology, the Company formulated the 2025-2027 Digital Transformation Special Plan (the "Plan") in 2025, aligning with its three-year strategic roadmap, and the Plan had been approved by the Board. Centered on the core objectives of achieving "ultimate client-side experience, convenient business development for employees, effective execution of management strategies, and resource sharing among subsidiaries", the Plan establishes a comprehensive framework, focuses on ten key priority areas, and introduces dynamic tracking and assessment mechanisms to systematically enhance the Company's digital capabilities. The Company has prioritised technology-empowered business development and achieved notable results. During the Reporting Period, the new-generation core business system was smoothly transitioned into operation; the OST ultra-low latency trading system deepened its quantitative trading technology services, significantly improving client trading efficiency and system performance. Through the Orient Integrated Account (東方一戶通) project, the Company expanded the sharing of business tags and strengthened cross-divisional synergy and empowerment for institutional clients. The Super Investment Platform, Orient SIP, underwent iterative upgrades for core business scenarios including pricing engines and proprietary trading strategies, and launched a block enquiry module for institutional clients, precisely empowering investment decisions and client services while unlocking performance growth potential. The Oriental Winners APP completed a full-chain upgrade aimed at delivering "precise services + intelligent trading + professional advisory". An intelligent investment banking document review system and data analytics platform were launched to construct a full life-cycle view of investment banking operations, marking a step forward in building a digital investment bank. A secure intelligent operations system was also established to safeguard the security and stability of information systems, thereby reinforcing the foundation for business development. During the Reporting Period, the Company established and refined its AI governance framework, built the Oriental Brain Artificial Intelligence computing cluster, achieved local deployment of mainstream large language models, collected business requirements across the wealth management, investment banking, and institutional business segments, and accelerated the implementation of practical applications, continuously elevating the Company's AI development capabilities. Looking forward, the Company will continue to align with its digital transformation plan, strengthen resource allocation and support, and steadily advance its digital capabilities.
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IV. AWARDS RECEIVED BY THE COMPANY DURING THE REPORTING PERIOD
| Award Recipients | Awarding Institution | Awards and Honors Received |
|---|---|---|
| Company | China Association for Public Companies | Best Practice Case of the Board of Directors of Listed Companies in 2025, Best Practice Case of the Board of Directors Office of Listed Companies in 2025, Best Practice Case of Sustainable Development of Listed Companies in 2025 |
| People's Bank of China | Second Prize of the Development of Financial Technology in 2024, Third Prize of the Development of Financial Technology | |
| China Securities Journal | 2025 Securities Company Golden Bull Award –“Golden Bull Securities Companies”, “ESG Golden Bull Award of the Securities Industry” | |
| Securities Times, www.QSRB.cn (券商中國) | Honorary Award for Perseverance in Advancing the “Five Major Areas” by China Financial Sector | |
| Securities Market Weekly | Golden Dawn Award for Outstanding Financial Enterprise | |
| National Business Daily | Top 30 Securities Listed Companies in the Brand Value List of Chinese Listed Companies in 2025 | |
| Jiemian.com (界面新聞), Shanghai United Media Group | “Good Brand 100” of Securities Industry Main Ranking List Brand in 2025 | |
| Shanghai Securities News, CNStock (中國證券網) | 2025 SSE Eagle • Golden Quality Award – ESG Award | |
| Wind | Top 100 ESG Best Practice of China Listed Companies in 2025 – Large Market Cap – AA | |
| 21st Century Business Herald | 2025 Golden Shell Cases in Asset Management – Outstanding Practice Institution in the “Five Major Areas” in 2025 | |
| World Green Design Organization | ESG Leading Enterprise Award |
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| Award Recipients | Awarding Institution | Awards and Honors Received |
|---|---|---|
| Wealth and Asset Management | People's Bank of China | Third Prize of the Development of Financial Technology in 2024 |
| China Securities Journal | "Golden Bull Award for Fund Investment Advisory Institutions" of the Third China Fund Investment Advisory Golden Bull Award, "Golden Bull Wealth Management Team" of Securities Companies in 2025, Three-year Golden Bull Securities Firm Collective Asset Manager Award | |
| Shanghai Securities News | Wealth Management Excellence Brand Award of SSE Golden Wealth Management Selection | |
| Securities Times | 2025 Junding Award for China's Security All-Around Wealth Broker, Junding Award for Retail Wealth Service Provider, Junding Award for Investment Advisory Service, Junding Award for Omnipotent Asset Management Institutions, Junding Award for Asset Management Brands, Junding Award for Asset Management Equity Teams, Junding Award for Asset Management Fixed Income Team, Junding Award for Leading Futures Company, Junding Award for Pioneering International Futures Company, Junding Award for Excellent Futures Company in Serving the Real Economy | |
| Zero2IPO | Top 50 Chinese Private Equity Investment Institutions in 2025 | |
| New Fortune | Seventh New Fortune Best Investment Advisor Awards – Best Style Award (1st Place), Excellent Organization Award, Best Investment Advisor Team (5th Place) | |
| National Business Daily | Golden Tripod Award for the Most Influential Securities Firm Internet Investor Education Base of the Year 2025, Best Equity Asset Management Team Award of the Year 2025, Most Powerful Securities Asset Management of the Year 2025 | |
| Cailian Press | Second Wealth Management • Huazun Award for the Best Wealth Management Brand |
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| Award Recipients | Awarding Institution | Awards and Honors Received |
|---|---|---|
| Forbes | Outstanding Achievement in Industry-Finance Integration Award in the Selection of China Industry-Finance Pioneer, Fintech Leadership Award, Cross-Border Financial Collaboration Contribution Award | |
| China Fund News | Fintech Asset Management Institution Award, Outstanding Asset Management Demonstration Institution Award, Equity Securities Asset Management Demonstration Institution Award | |
| Investment Banking and Alternative Investment | CBN | 2025 CBN Financial Value Ranking – Top 10 Investment Banking Service Institutions |
| Securities Times | Junding Award for Equity Financing Investment Banks in China’s Securities Industry in 2025, Junding Award for Bond Financing Investment Banks in China’s Securities Industry in 2025, Junding Award for Social Responsibility Investment Banks in China’s Securities Industry in 2025, Junding Award for Regional Investment Banks in China’s Securities Industry in 2025 (East China), Junding Award for Offshore Investment Banks in China’s Securities Industry in 2025 | |
| New Fortune | Best Debt Underwriting Investment Bank, Best Corporate Bond Investment Bank in the Selection of Best Investment Banks of New Fortune in 2025 | |
| Institutional Business and Sales Trading | Shanghai Stock Exchange | 2024 Excellent Underwriter (Local Government Bonds); 2024 Excellent Investment Institution (Fixed-Rate Bonds) (Proprietary Trading Category); 2024 Excellent Bond Market Maker (Treasury Bonds) (Local Government Bonds) (Credit Bonds) |
| Shenzhen Stock Exchange | 2024 Top 100 Bond Trading Institutions; 2024 Bond Market Making Pioneer Institutions; 2024 Pioneer Institutions in Bond Trading (Brokers Proprietary) |
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| Award Recipients | Awarding Institution | Awards and Honors Received |
|---|---|---|
| International and Other Operations | Bond Connect Company Limited | 2025 Excellent Market Maker for Northbound Trading |
| China Development Bank | 2025 Excellent Underwriter; 2025 Excellent Market Maker | |
| Export-Import Bank of China; Agricultural Development Bank of China | 2024 Excellent Underwriter; 2024 Excellent Market Maker | |
| Beijing Financial Assets Exchange | 2024 Most Powerful Institution in Market Breakthrough | |
| International and Other Operations | Bond Connect Company Limited | Excellent Primary Market Institutions (Underwriters) |
| Hong Kong Stock Exchange | 2024 Model Chinese Futures Dealers | |
| Zhitong Caijing (智通財經) | Seventh Golden Central Financial Institution List: Wealth Management Best Performance Award | |
| China Securities Credit Technology Co., Ltd. | 2024 Excellent Underwriter for Dim Sum Bonds |
Additionally, the Company has been recognized for multiple outstanding research projects in key research initiatives conducted by the Shanghai Stock Exchange and the Securities Association of China.
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V. ANALYSIS ON CORE COMPETITIVENESS DURING THE REPORTING PERIOD
Excellent party building culture
The Company's party committee has always adhered to the concept of "party building and corporate culture as productivity", and has led and safeguarded high-quality development with high-quality party building. At present, the Company's party committee is the only Party Committee of a securities company in China that has been awarded the title of National Advanced Grassroots Party Organization by the Organization Department of the CPC Central Committee, which is a profound source of the Company's adherence to the political nature of the work of the financial industry and the people's nature. The Company was awarded honorary titles such as the Flag Party Organization of the Shanghai State-owned Assets Supervision and Administration Commission (紅旗黨組織), Shanghai State-owned Enterprise Party Building Brands (上海國企黨建品牌) and the first batch of innovative practice bases for grassroots party construction of the Shanghai State-owned Assets Supervision and Administration Commission System (首批市國資委系統基層黨建創新實踐基地).
Unique shareholder resources
Shenergy Group, the largest Shareholder of the Company, has given strong and unwavering support to the Company. The background of the shareholders in energy industry strongly enhances the Company's political position and visionary thinking in serving the real economy, guarding the national energy security and financial security, and implementing the "dual-carbon" strategy. This is a natural advantage for the Company to specialize in "energy investment banking and green finance". Currently, the Company has issued a green finance action plan, and established a Green Finance Research Institute for promoting the deep integration of energy and finance, and further solidifying the foundation for the development of green finance.
Long-term brand strength
After years of cultivation, the Company has built a brand with a long-term advantage in areas including asset management, publicly offered funds, fixed income, and futures brokerage. The operating results of Orient Securities Asset Management ranks high in the industry, and the "Dong Fang Hong (東方紅)" brand enjoys a good reputation in the market; China Universal has developed stable and top-class comprehensive capabilities and has ranked among the top in the industry in terms of size of active equity business. The Company's fixed-income business has delivered solid long-term results, and its interest rate bond underwriting, bond market-making and trading have always ranked among the top in the market, while its carbon finance business has developed innovatively; by strengthening the application of financial technology, Orient Futures maintains a competitive market share.
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Visionary and pioneering mindset
The Company has always emancipated its mind and kept abreast of the times. It has seized the opportunity of A + H stock listing at an early stage, promoted reform and innovation of its business model, has taken the lead in the industry in implementing wealth management transformation and sales trading transformation, and was among the first batch to obtain the qualifications of Swap Connect, Listed Securities Market Making, fund advisory services, and personal pension, etc. It has also established a flexible market-oriented mechanism and a target-oriented operation mechanism ahead of industry peers.
Effective compliance and risk control
The Company has always adhered to the operating concept of "overall compliance based on risk control", and has formed a closed-loop compliance and risk management system of "culture – people – systems – tools" with stable risk culture as the core, sound system as the basis and professional management tools as the support. Our compliance and risk management work has been sound and effective, and no significant illegal or non-compliance incidents occurred during the Reporting Period, with risk control indicators remaining at a relatively safe level. We have received the classification evaluation of Class A securities company for 17 consecutive years (AA rating of Class A for 5 consecutive years) and been included in the "White List" of securities companies.
VI. PRINCIPAL OPERATIONS DURING THE REPORTING PERIOD
As at the end of 2025, the Company's total assets amounted to RMB486.876 billion, representing an increase of 16.55% over the end of last year; shareholders' equity attributable to the Company amounted to RMB82.686 billion, representing an increase of 1.58% over the end of last year; net capital of the Parent Company amounted to RMB53.550 billion, representing an decrease of 0.55% over the end of last year.
In 2025, the Company realized revenue and other income of RMB25.477 billion, representing a year-on-year increase of 23.28%; net profit for the year attributable to shareholders of the Company amounted to RMB5.634 billion, representing a year-on-year increase of 68.16%; weighted average return on net assets amounted to 6.99%, representing a year-on-year increase of 2.85 percentage points. In the revenue and other income: wealth and asset management business realized RMB13.473 billion, accounting for 51.86% of the total; investment banking and alternative investment business realized RMB1.559 billion, accounting for 6.00% of the total; institutional and sales trading business realized RMB8.828 billion, accounting for 33.98% of the total; international and other businesses realized RMB2.118 billion, accounting for 8.15% of the total. (Consolidation and offsetting factors were not considered when calculating segment revenue and other income, segment expenses and their proportions. The same approach is adopted below)
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Unit: '000 Currency: RMB
Principal businesses by segments
| Business segment | Segment revenue and other income | Segment expenses | Profit margin (%) | Change in segment revenue and other income over previous year (%) | Change in segment expenses over previous year (%) | Change in profit margin over previous year |
|---|---|---|---|---|---|---|
| Wealth and asset management | 13,473,378 | 11,457,294 | 20.00 | -23.86 | -31.53 | Increase by 14.69 percentage points |
| Investment banking and alternative investment | 1,559,471 | 894,647 | 47.80 | 4.55 | -8.95 | Increase by 15.90 percentage points |
| Institutional and sales trading | 8,827,837 | 4,409,268 | 50.05 | 24.27 | 4.30 | Increase by 9.56 percentage points |
| International and other businesses | 2,117,569 | 2,873,114 | -35.68 | -62.15 | -48.47 | Decrease by 45.17 percentage points |
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(i) Analysis of financial statements
1. Analysis on major items of consolidated statement of profit or loss
(1) Revenue and other income
During the Reporting Period, the Group realized revenue and other income of RMB25.477 billion, representing an increase of RMB4.812 billion or 23.28% over the last year. The change in revenue and other income was mainly due to: the year-on-year increase in income from securities proprietary trading business, securities and futures brokerage business, investment banking business and international business. Components of the revenue and other income are set out below:
Unit: '000 Currency: RMB
| Items | 2025 | 2024 | Changes | |||
|---|---|---|---|---|---|---|
| Amount | Proportion (%) | Amount | Proportion (%) | Amount | Proportion (%) | |
| Commission and fee income | 11,989,304 | 47.06 | 9,988,145 | 48.33 | 2,001,159 | 20.04 |
| Interest income | 6,126,979 | 24.05 | 5,558,875 | 26.90 | 568,104 | 10.22 |
| Net investment gains | 6,725,507 | 26.40 | 4,786,472 | 23.16 | 1,939,035 | 40.51 |
| Other income and gains | 635,458 | 2.49 | 332,100 | 1.61 | 303,358 | 91.35 |
| Total revenue and other income | 25,477,248 | 100.00 | 20,665,592 | 100.00 | 4,811,656 | 23.28 |
Details were as follows:
Commission and fee income amounted to RMB11.989 billion, accounting for 47.06% of the total and representing an increase of 20.04%, which was primarily attributed to a year-on-year increase in net fee income from securities brokerage, investment banking, and futures brokerage services;
Interest income amounted to RMB6.127 billion, accounting for 24.05% of the total and representing a increase of 10.22%, which was primarily attributable to a year-on-year rise in interest income from deposits with exchanges and financial institutions, as well as margin financing and securities lending interest income;
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
Net investment gains amounted to RMB6.726 billion, accounting for 26.40% of the total and representing an increase of 40.51%, which was primarily attributable to higher gains on disposal of financial assets at fair value through profit or loss, lower net realized losses on derivative financial instruments, and higher dividend income from equity instruments at fair value through other comprehensive income;
Other income and gains amounted to RMB0.635 billion, accounting for 2.49% of the total and representing an increase of 91.35%, which was primarily attributable to net exchange gains.
(2) Total expenses
During the Reporting Period, expenses of the Group amounted to RMB19.592 billion, representing a year-on-year increase of RMB2.128 billion or 12.18%, which was mainly attributable to year-on-year increases in brokerage-related commission and fee expenses, and interest expenses. The expenditure structure is as follows:
Unit: '000 Currency: RMB
| Items | 2025 | 2024 | Changes | |
|---|---|---|---|---|
| Amount | Proportion (%) | |||
| Employment costs | 5,528,364 | 5,031,727 | 496,637 | 9.87 |
| Interest expenses | 4,973,361 | 4,237,545 | 735,816 | 17.36 |
| Commission and fee expenses | 5,778,229 | 4,553,442 | 1,224,787 | 26.90 |
| Depreciation and amortization expenses | 758,269 | 799,307 | (41,038) | -5.13 |
| Other operating expenses | 2,270,188 | 2,166,380 | 103,808 | 4.79 |
| Other impairment losses | 272 | 214,686 | (214,414) | -99.87 |
| Credit impairment loss | 283,617 | 461,328 | (177,711) | -38.52 |
| Total | 19,592,300 | 17,464,415 | 2,127,885 | 12.18 |
Details were as follows:
Employment costs were RMB5.528 billion, up by 9.87%, which was mainly attributable to higher employee costs fluctuating with business revenue;
Interest expenses were RMB4.973 billion, up by 17.36%, which was mainly attributable to higher interest expenses on financial assets sold under repurchase agreements, borrowings, and brokerage clients;
Commission and fee expenses amounted to RMB5.778 billion, up by 26.90%, which was mainly attributable to higher fee expenses from securities and futures broking and dealing;
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
Depreciation and amortization expenses were RMB0.758 billion, down by 5.13%, which was mainly attributable to lower depreciation of property and equipment;
Other operating expenses, including operation expenses, and tax and surcharges, were totally RMB2.270 billion, up by 4.79%, which was mainly attributable to increase of certain operating expenses;
Other impairment losses amounted to RMB0.272 million, down by 99.87%, which was mainly due to lower provision for impairment losses on inventories and long-term equity investments recognised during the period;
Credit impairment loss amounted to RMB0.284 billion, down by 38.52%, which was mainly due to the decrease in provision for expected credit impairment losses of stock pledge repurchase business during the period.
In 2025, the Group invested a total of RMB29.3640 million in charitable donations and other public welfare activities.
During the Reporting Period, the Company did not record any material change in profit as a result of non-major operations.
2. Cash flows
During the reporting period, the Company's net increase in cash and cash equivalents was RMB6.150 billion. Among them:
(1) Net cash used in operating activities was RMB16.665 billion, mainly due to:
i. Net cash outflow of RMB25.871 billion resulting from an increase in financial assets at fair value through profit or loss and derivative financial assets;
ii. Net cash outflow of RMB15.463 billion resulting from an increase in restricted cash or cash held on behalf of clients and settlement reserves;
iii. Net cash outflow of RMB12.745 billion resulting from an increase in deposits and reserve funds as well as exchange margins;
iv. Net cash inflow of RMB33.553 billion resulting from an increase in amounts due to brokerage clients.
(2) Net cash generated from investing activities was RMB6.582 billion, mainly due to:
i. Net cash inflow of RMB4.463 billion from dividends and interest received from investments;
ii. Net cash inflow of RMB2.277 billion from acquisition and disposal of financial investments.
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Section III REPORT OF THE BOARD
(3) Net cash generated from financing activities was RMB16.233 billion, mainly due to:
Net cash inflow of RMB23.254 billion from the issuance, borrowings and repayment of debt securities, short-term debt instruments and borrowings.
3. Analysis on major items of consolidated statement of financial position
As at the end of the Reporting Period, the Group achieved total assets of RMB486.876 billion, total liabilities of RMB404.187 billion and total equity of RMB82.689 billion. Analysis on items of consolidated statement of financial position is set out below:
Unit: '000 Currency: RMB
| Items | As at the end of 2025 | Proportion (%) | As at the end of 2024 | Proportion (%) | Changes | |
|---|---|---|---|---|---|---|
| Amount | Proportion (%) | |||||
| Total assets | 486,875,987 | 417,736,375 | 69,139,612 | 16.55 | ||
| Cash and bank balances | 111,953,849 | 22.99 | 103,093,101 | 24.68 | 8,860,748 | 8.59 |
| Clearing settlement funds | 23,461,482 | 4.82 | 15,177,207 | 3.63 | 8,284,275 | 54.58 |
| Deposits with exchanges and non-bank financial institutions | 45,058,044 | 9.25 | 27,654,365 | 6.62 | 17,403,679 | 62.93 |
| Derivative financial assets | 7,898,026 | 1.62 | 1,965,131 | 0.47 | 5,932,895 | 301.91 |
| Advances to customers | 39,042,998 | 8.02 | 28,047,525 | 6.71 | 10,995,473 | 39.20 |
| Account receivables | 2,472,312 | 0.51 | 973,364 | 0.23 | 1,498,948 | 154.00 |
| Financial assets held under resale agreements | 1,338,404 | 0.27 | 3,984,103 | 0.95 | (2,645,699) | -66.41 |
| Financial assets at fair value through profit or loss | 110,159,868 | 22.63 | 90,189,331 | 21.59 | 19,970,537 | 22.14 |
| Debt instruments at fair value through other comprehensive income | 95,979,972 | 19.71 | 110,519,911 | 26.46 | (14,539,939) | -13.16 |
| Equity instruments at fair value through other comprehensive income | 32,567,836 | 6.69 | 19,634,600 | 4.70 | 12,933,236 | 65.87 |
| Debt instruments at amortized cost | 1,583,743 | 0.33 | 1,586,905 | 0.38 | (3,162) | -0.20 |
| Deferred tax assets | 1,433,005 | 0.29 | 1,490,513 | 0.36 | (57,508) | -3.86 |
| Investments in associates | 6,189,654 | 1.27 | 6,128,123 | 1.47 | 61,531 | 1.00 |
| Right-of-use assets | 961,072 | 0.20 | 1,072,423 | 0.26 | (111,351) | -10.38 |
| Investment property | 4,435 | 0.00 | 30,936 | 0.01 | (26,501) | -85.66 |
| Properties and equipment | 2,555,393 | 0.52 | 2,602,196 | 0.62 | (46,803) | -1.80 |
| Other intangible assets | 238,634 | 0.05 | 272,393 | 0.07 | (33,759) | -12.39 |
| Goodwill | 32,135 | 0.01 | 32,135 | 0.01 | 0 | 0.00 |
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Section III REPORT OF THE BOARD
| Items | As at the end of 2025 | Proportion (%) | As at the end of 2024 | Proportion (%) | Changes | |
|---|---|---|---|---|---|---|
| Amount | Proportion (%) | |||||
| Other account receivables, other receivables and prepayments | 3,945,125 | 0.81 | 3,282,113 | 0.79 | 663,012 | 20.20 |
| Total liabilities | 404,187,162 | 336,336,559 | 67,850,603 | 20.17 | ||
| Placements from banks and financial institutions | 24,670,509 | 6.10 | 39,194,625 | 11.65 | (14,524,116) | -37.06 |
| Short-term financing bill payables | 6,520,875 | 1.61 | 5,678,905 | 1.69 | 841,970 | 14.83 |
| Account payables to brokerage clients | 147,190,042 | 36.42 | 113,637,365 | 33.79 | 33,552,677 | 29.53 |
| Financial assets sold under repurchase agreements | 102,133,870 | 25.27 | 85,916,300 | 25.54 | 16,217,570 | 18.88 |
| Financial liabilities at fair value through profit or loss | 27,852,340 | 6.89 | 14,708,501 | 4.37 | 13,143,839 | 89.36 |
| Derivative financial liabilities | 7,286,263 | 1.80 | 1,092,582 | 0.32 | 6,193,681 | 566.88 |
| Contract liabilities | 44,631 | 0.01 | 44,877 | 0.01 | (246) | -0.55 |
| Current tax liabilities | 435,523 | 0.11 | 93,183 | 0.03 | 342,340 | 367.38 |
| Employee benefits payable | 3,266,701 | 0.81 | 2,370,667 | 0.70 | 890,306 | 37.56 |
| Borrowings | 1,801,698 | 0.45 | 1,549,417 | 0.46 | 252,281 | 16.28 |
| Lease liabilities | 948,379 | 0.23 | 1,058,950 | 0.31 | (110,571) | -10.44 |
| Debt securities payables | 72,450,029 | 17.92 | 60,734,318 | 18.06 | 11,715,711 | 19.29 |
| Deferred tax liabilities | 84,168 | 0.02 | 218 | 0.00 | 83,950 | 38509.17 |
| Other account payables, other payables and accruals | 9,502,134 | 2.35 | 10,256,651 | 3.05 | (748,789) | -7.30 |
| Total equity | 82,688,825 | 81,399,816 | 1,289,009 | 1.58 |
Note: Percentages for assets and liabilities refer to the share in total assets and the share in total liabilities respectively.
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
(1) Assets
As at the end of the Reporting Period, the Group's total assets reached RMB486.876 billion, an increase of RMB69.140 billion or 16.55% from the end of last year, which was mainly attributable to the increase in financial assets at fair value through profit or loss. Among the Group's assets, cash and bank balances, clearing settlement funds and deposits with exchanges and financial institutions amounted to RMB180.473 billion, an increase of RMB34.549 billion from the end of last year, accounting for 37.06% of total assets. Financial investment and derivative financial assets amounted to RMB248.189 billion, an increase of RMB24.294 billion from the end of last year, accounting for 50.98% of total assets. Advances to customers, agreements held under resale agreements and accounts receivable amounted to RMB42.854 billion, an increase of RMB9.849 billion from the end of last year, accounting for 8.80% of total assets. Investments in associates, properties and equipment and others amounted to RMB15.359 billion, a increase of RMB0.449 billion from the end of last year, accounting for 3.15% of total assets. During the Reporting Period, the Company maintained stable asset scale with rational structure and sufficient liquidity.
(2) Liabilities
As at the end of the Reporting Period, the Group's total liabilities reached RMB404.187 billion, an increase of RMB67.851 billion or 20.17% from the end of last year. The gearing ratio, net of account payables to brokerage clients and funds payable to securities issuers, was 75.66%, an increase of 2.46 percentage points from the end of last year. In the Group's liabilities, borrowings, short-term financing bill payables, placements from banks and financial institutions, debt securities payables and financial assets sold under repurchase agreements amounted to RMB207.577 billion, an increase of RMB14.503 billion from the end of last year, accounting for 51.35% of total liabilities. Financial liabilities at fair value through profit or loss and derivative financial liabilities amounted to RMB35.139 billion, a increase of RMB19.338 billion from the end of last year, accounting for 8.69% of total liabilities. Account payables to brokerage clients amounted to RMB147.190 billion, an increase of RMB33.553 billion from the end of last year, accounting for 36.42% of total liabilities. Employee cost accountable, current tax liabilities, contractual liabilities and others amounted to RMB14.282 billion, an increase of RMB0.457 billion from the end of last year, accounting for 3.53% of total liabilities.
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Section III REPORT OF THE BOARD
(3) Borrowings and bond financing
As at the end of the Reporting Period, the Company's total borrowings and bond financing amounted to RMB105.443 billion, with details as follows:
Unit: '000 Currency: RMB
| As at the end of 2025 | As at the end of 2024 | |
|---|---|---|
| Debt securities payable | 72,450,029 | 60,734,318 |
| Borrowings | 1,801,698 | 1,549,417 |
| Short-term financing bill payables | 6,520,875 | 5,678,905 |
| Placements from banks and financial institutions | 24,670,509 | 39,194,625 |
| Total | 105,443,111 | 107,157,265 |
For details of interest rate and maturity profiles of borrowings and bonds financing, please refer to Notes 40, 41, 47 and 49 to the consolidated financial statements herein.
Except for the liabilities disclosed in this report, as at the end of the Reporting Period, the Company had no outstanding mortgage, charges, bonds, other debt capital, liabilities under acceptance or other similar indebtedness, lease purchase and finance lease commitment, guarantee or other material contingent liabilities.
(4) Overseas assets
The Company has overseas assets of RMB15.294 billion, accounting for 3.14% of total assets.
(5) Transactions between the Company and its overseas subsidiaries
In accordance with relevant requirements of the Measures for the Administration of Overseas Establishment and Acquisition of, and Shareholding in, Operating Institutions of Securities Companies and Securities Investment Fund Management Companies (證券公司和證券投資基金管理公司境外設立、收購、參股經營機構管理辦法), the transactions between the Company and its overseas subsidiaries are as follows: in 2025, the Company's internal transactions with its overseas subsidiaries amounted to RMB0.001 billion, involving net fee and commission income, business and management expenses, etc.
(6) Major assets subject to restriction as at the end of the Reporting Period
For details, please refer to Note 18 to the consolidated financial statements herein.
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Section III REPORT OF THE BOARD
(ii) Analysis on industrial operations
- New establishment and disposal of the Company's securities branches and subsidiaries during the Reporting Period
(1) Securities branches
During the Reporting Period, the Company established 3 new branches, upgraded 4 securities brokerage offices to branches, and closed 12 securities brokerage offices, completed the change of address of 12 branches and the intra-city relocation of 19 branches. As at the end of the Reporting Period, the Company had 163 securities branches and 7 branches.
Details of the new establishments are as follows:
| No. | Name of branches | Address |
|---|---|---|
| 1 | DFZQ Beijing Branch | Room 1610-1611 in 1601, 16/F, Building 1, No. 8 Beichen East Road, Chaoyang District, Beijing |
| 2 | DFZQ Fujian Branch | Room 1911, No. 134 Jinzhong Road, Huli District, Xiamen City, Fujian Province |
| 3 | DFZQ Shenzhen Branch | Room 2005-2, 20/F, Life Insurance Tower, No. 1001 Fuzhong 1st Road, Futian District, Shenzhen City, Guangdong Province |
Details of the upgrade of securities offices to branches are as follows:
| No. | Former Name of branches | New Name of branches | Address |
|---|---|---|---|
| 1 | DFZQ Shanghai Jing'an District Urumqi North Road Securities Brokerage Office | DFZQ Shanghai Branch | 2/F, No. 480 Urumqi North Road, Jing'an District, Shanghai |
| 2 | DFZQ Shanghai Pudong New Area Qifan Road Securities Brokerage Office | DFZQ Shanghai First Branch | Shop 140, 1/F, No. 517 Qifan Road, Pudong New Area, Shanghai; Room 1517, Tower B, South Building, No. 515 Qifan Road, Pudong New Area, Shanghai |
| 3 | DFZQ Hangzhou Xinye Road Securities Brokerage Office | DFZQ Zhejiang Branch | Rooms 1302, 1303, Tower B, Hualian Times Plaza, Shangcheng District, Hangzhou City, Zhejiang Province |
| 4 | DFZQ Qingdao Xianxialing Road Securities Brokerage Office | DFZQ Shandong Branch | Rooms 07, 08, 12A/F, Tower 2, Guoxin Financial Centre, No. 31 Xianxialing Road, Laoshan District, Qingdao City, Shandong Province |
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Section III REPORT OF THE BOARD
Details of the closures are as follows:
| No. | Name of branches | Address |
|---|---|---|
| 1 | DFZQ Fushun Suihua Road Securities Brokerage Office | No. 45 West Suihua Road, Dongzhou District, Fushun City, Liaoning Province |
| 2 | DFZQ Jiujiang Changjiang Avenue Securities Brokerage Office | Units 108/109, Block 2, Xinhu Chaisang Springtide Phase II, No. 358 Changjiang Avenue, Jiujiang Economic and Technological Development Zone, Jiujiang City, Jiangxi Province |
| 3 | DFZQ Weihai Shichang Avenue Securities Brokerage Office | Room No. 1, 99A Shichang Avenue, Weihai City, Shandong Province |
| 4 | DFZQ Changchun Ziyou Avenue Securities Brokerage Office | Room 110, Tower B, First International Centre, No. 3999 Ziyou Avenue, Erdao District, Changchun City, Jilin Province |
| 5 | DFZQ Nanjing Mochouhu East Road Securities Brokerage Office | No. 8-3 Mochouhu East Road, Jianye District, Nanjing City, Jiangsu Province |
| 6 | DFZQ Jiangyin Renmin East Road Securities Brokerage Office | 1/F, No. 112 Renmin East Road, Jiangyin City, Jiangsu Province; 2/F, Nos. 108, 110, 112 Renmin East Road, Jiangyin City, Jiangsu Province |
| 7 | DFZQ Langfang Art Avenue Securities Branch | No. 409 Art Avenue (No. 101, 1/F, Unit 1, Block 28, Peacock Huijingxuan), Guangyang District, Langfang, Hebei Province |
| 8 | DFZQ Tianjin Nanma Road Securities Branch | No. 1201 Nanma Road, Nankai District, Tianjin |
| 9 | DFZQ Guilin Renmin Road Securities Branch | No. 1-2-1 & 1-2-3, Block 1, 2/F, Dashijie Main Building, Renmin Road, Lingui Town, Lingui County, Guilin, Guangxi Zhuang Autonomous Region |
| 10 | DFZQ Beihai Chating Road Securities Branch | No. 1205-1207, Fuyu Building, No. 31 Chating Road, Beihai, Guangxi Zhuang Autonomous Region |
| 11 | DFZQ Shanghai Minhang District Suhong Road Securities Branch | Room 206, No. 29 and 33 Suhong Road, Minhang District, Shanghai |
| 12 | DFZQ Datong Yuhe West Road Securities Branch | Shop 2384 of the Outlying Shops, Yujinyuan Phase II, Yuhe West Road, Pingcheng District, Datong, Shanxi Province |
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
Details of the change of address of branches are as follows:
| No. | Name of branch | The change of address |
|---|---|---|
| 1 | DFZQ Huzhou Zhicheng Road Securities Branch | 18-2-05, 18-2-06, 18-2-07, and 18-2-08, Building 18, Aishan Plaza, Zhicheng Road, Aishan Subdistrict, Wuxing District, Huzhou, Zhejiang Province |
| 2 | DFZQ Hangzhou Shixin North Road Securities Branch | Room 1001, Block 1, Dongfang Zhizun International Center, Ningwei Subdistrict, Xiaoshan District, Hangzhou, Zhejiang Province |
| 3 | DFZQ Baoding Ruixiang Avenue Securities Branch | No. 1966-8 Ruixiang Avenue, Lianchi District, Baoding, Hebei Province |
| 4 | DFZQ Dongying Fuqian Avenue Securities Branch | Rooms 2201-2206 and 2217-2220, 22/F, Block A, Huali Financial Plaza, No. 128 Fuqian Avenue, Dongying Development Zone, Shandong Province |
| 5 | DFZQ Xuchang Xudu Road Securities Branch | 2/F, No. 1, Block A, Huitong Commercial Garden, South of Xudu Road & West of Zhihui Avenue, Dongcheng District, Xuchang, Henan Province |
| 6 | DFZQ Urumqi Nanhu Road Securities Branch | No. 4, 5, 3/F, Building Construction Mansion, No. 133 Nanhu Road, Shuimogou District, Urumqi, Xinjiang Uygur Autonomous Region |
| 7 | DFZQ Beijing Anli Road Securities Branch | No. 301, 3/F, Building 27, No. 8 Beichen East Road, Chaoyang District, Beijing |
| 8 | DFZQ Wuhu Beijing Middle Road Securities Branch | No. 501 Jinghu Star, No. 1 Beijing Middle Road, Fanluoshan Sub-district, Jinghu District, Wuhu, Anhui Province |
| 9 | DFZQ Beijing Xueyuan Road Securities Branch | Rooms 01-07, 12/F, Block B, Techart Plaza, No. 30 Xueyuan Road, Haidian District, Beijing |
| 10 | DFZQ Jincheng Securities Branch | Shop 3, Building 2 Taifu Xinju, No. 2308, Hongxing East Street, Cheng District, Jincheng, Shanxi Province |
| 11 | DFZQ Xuzhou Securities Branch | No. 101-1, Wenyuan Building, Jiangsu Normal University Science & Technology Park, No. 59 Heping Road, Yunlong District, Xuzhou, Jiangsu Province |
| 12 | DFZQ Shanghai Jiading District Jinsha Road Securities Branch | 1/F, No. 1 and No. 3, Jinsha Road, Jiading District, Shanghai |
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Section III REPORT OF THE BOARD
The intra-city relocation of branches are as follows:
| No. | Original name of branch | Current name of branch | Relocated address |
|---|---|---|---|
| 1 | DFZQ Zhuzhou Jianshe South Road Securities Branch | DFZQ Zhuzhou Yangtze North Road Securities Branch | 1/F, Changsha Huatian Hotel East Wing, No. 1 Yangtze North Road, Tianyuan District, Zhuzhou, Hunan Province |
| 2 | DFZQ Haikou Jinlong Road Securities Branch | DFZQ Haikou Jinlong Road Securities Branch | Rooms 1007, 1008, 1009 & 1010, 10/F, Yilong Plaza Complex, No. 15 Jinlong Road, Jinmao Street, Longhua District, Haikou, Hainan Province |
| 3 | DFZQ Fuzhou Wusi Road Securities Branch | DFZQ Fuzhou Wusi Road Securities Branch | 17F, Southwest Side, Donghuang Building, No. 109 Wusi Road, Gulou District, Fuzhou, Fujian Province |
| 4 | DFZQ Quanzhou Jinhuai Street Securities Branch | DFZQ Quanzhou Jinhuai Street Securities Branch | Room 702, Block A, Gas Building, No. 25 Jinhuai Street, Fengze District, Quanzhou, Fujian Province |
| 5 | DFZQ Xi'an Tangyan Road Securities Branch | DFZQ Xi'an Keji Road Securities Branch | Room 10903, Building 1, Digital Tower, High-Tech International Business Center, Hi-Tech Zone, Xi'an, Shaanxi Province |
| 6 | DFZQ Qingdao Miaoling Road Securities Branch | DFZQ Qingdao Xianxialing Road Securities Branch | Rooms 07 & 08, 12A/F, Tower 2 Guoxin Financial Center, No. 31 Xianxialing Road, Laoshan District, Qingdao, Shandong Province |
| 7 | DFZQ Shanghai Pudong New Area Xinchuan Road Securities Branch | DFZQ Shanghai Pudong New Area Chuansha Road Securities Branch | Units 1002 & 1003, 10/F, Building A, Chuansha Enterprise Center Phase 1, No. 5788 Chuansha Road, Pudong New Area, Shanghai |
| 8 | DFZQ Ningbo Zhongxing Road Securities Branch | DFZQ Ningbo Baohua Street Securities Branch | No. 6-4, No. 77 Baohua Street, Yinzhou District, Ningbo, Zhejiang Province |
| 9 | DFZQ Xi'an Weiyang Road Securities Branch | DFZQ Xi'an Weiyang Road Securities Branch | Room 11801, Tower A, Zhongdeng Building No. 138-1 Weiyang Road, Xi'an, Shaanxi Province |
| 10 | DFZQ Shanghai Pudong New Area Zhoudong Road Securities Branch | DFZQ Shanghai Pudong New Area Zhoukang Road Securities Branch | Rooms 2401-5 & 2401-6, No. 28, Zhoukang Road, Zhoupu Town, Pudong New Area, Shanghai |
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Section III REPORT OF THE BOARD
| No. | Original name of branch | Current name of branch | Relocated address |
|---|---|---|---|
| 11 | DFZQ Xining Huanghe Road Securities Branch | DFZQ Xining Wusi Avenue Securities Branch | Rooms 1174/1175, 17/F, Building 10, No. 37, Wusi Avenue, Chengxi District, Xining, Qinghai Province |
| 12 | DFZQ Nanning Jinhu Road Securities Branch | DFZQ Nanning Minzu Avenue Securities Branch | Unit 2202, 22/F, Tower A, Huafeng, No. 181, Minzu Avenue, Qingxiu District, Nanning, Guangxi Zhuang Autonomous Region |
| 13 | DFZQ Guangzhou Baogang Avenue Securities Branch | DFZQ Guangzhou Pazhou Avenue Securities Branch | Rooms 3301 & 3308, No. 109, Pazhou Avenue, Haizhu District, Guangzhou (Office Use Only) |
| 14 | DFZQ Taiyuan High-tech Street Securities Branch | DFZQ Taiyuan Jinci Road Securities Branch | Rooms 3402 & 3403, Tower B, Building 1, No. 8, Section 1, Jinci Road, Wanbailin District, Taiyuan, Shanxi Province |
| 15 | DFZQ Lhasa Jinzhu West Road Securities Branch | DFZQ Lhasa West Jinzhu Road Securities Branch | Room 401, 4/F, Puyin Building, No. 111, West Jinzhu Road, Chengguan District, Lhasa, Xizang Autonomous Region |
| 16 | DFZQ Fuzhou Qunzhong East Road Securities Branch | DFZQ Fuzhou Second Wanglong Road Securities Branch | Offices 07 & 08, 23/F, Building 1, Jianghui Business Center (Jianda Huicheng New Era Building), No. 3, Second Wanglong Road, Ninghua Sub-district, Taijiang District, Fuzhou, Fujian Province |
| 17 | DFZQ Wuxi Xinsheng Road Securities Branch | DFZQ Wuxi Liangqing Road Securities Branch | Room 902, No. 88, Liangqing Road, Binhu District, Wuxi, Jiangsu Province |
| 18 | DFZQ Shenyang Dabeiguan Street Securities Branch | DFZQ Shenyang East Chongshan Road Securities Branch | Room 1501, LSH Plaza, No. 11 Chongshan East Road, Huanggu District, Shenyang, Liaoning Province |
| 19 | DFZQ Yinchuan Minzu North Street Securities Branch | DFZQ Yinchuan Middle Dalian Road Securities Branch | Room 09, 9/F, Lide Fortune Building, No. 539, Middle Dalian Road, Jinfeng District, Yinchuan, Ningxia Hui Autonomous Region |
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
(2) Futures branches
During the Reporting Period, the Company established 2 new branches, dissolved 4 branches and completed the intra-city relocation of 4 branches. As at the end of the Reporting Period, the Company had 15 futures subsidiaries and 31 futures branches.
Details of the new establishment are as follows:
| No. | Name of branch | Address |
|---|---|---|
| 1 | Xinjiang Business Department of Orient Securities Futures Co., Ltd. | Rooms 1508-1 & 1509, 2# Office Building, Financial Tower, No. 791 Kunlun East Street Shuimogou District, Urumqi, Xinjiang |
| 2 | Hainan Business Department of Orient Securities Futures Co., Ltd. | Office 3, 17/F, 1# Building, Zhonghai International Center, No. 57, Binhai Avenue, Jinmao Sub-district, Longhua District, Haikou, Hainan Province |
Details of the dissolution are as follows:
| No. | Name of branch | Address |
|---|---|---|
| 1 | Shenzhen Yitian Road Securities Branch of Orient Securities Futures Co., Ltd. | Room 1006B, New World Business Center, No. 6009, Yitian Road, Fuxin Community, Lianhua Sub-district, Futian District, Shenzhen, Guangdong Province |
| 2 | Wuhan Jiefang Avenue Securities Branch of Orient Securities Futures Co., Ltd. | Room 1702, Tongxin Business Building, No. 586, Jiefang Avenue, Qiaokou District, Wuhan, Hubei Province |
| 3 | Zhengzhou Shangdu Road Securities Branch of Orient Securities Futures Co., Ltd. | Rooms 7 & 8, 2/F, Caixin Building, No. 27, Yongping Road Community, Shangdu Road, Zhengdong New Area, Zhengzhou, Henan Province |
| 4 | Ningbo Securities Branch of Orient Securities Futures Co., Ltd. | Room 13-7, No. 288, Jiahui Street, Yinzhou District, Ningbo, Zhejiang Province |
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
Details of the intra-city relocation of branches are as follows:
| No. | Name of branch | Relocated address |
|---|---|---|
| 1 | Changsha Business Department of Orient Securities Futures Co., Ltd. | Rooms 1428 & 1429, Kaibin Commercial Plaza, No. 419 Shaoshan Middle Road, Yuhua District, Changsha, Hunan Province |
| 2 | Zhengzhou Business Department of Orient Securities Futures Co., Ltd. | Rooms 1801&1802, Future Building, No. 69 Future Road, Jinshui District, Zhengzhou, Henan Province |
| 3 | Shenzhen Business Department of Orient Securities Futures Co., Ltd. | Units 1410-1411, International Commerce Center, No. 168 Fuhua Third Road, Fu'an Community, Futian Street, Futian District, Shenzhen, Guangdong Province |
| 4 | Wuhan Business Department of Orient Securities Futures Co., Ltd. | Room 1702, Tongxin Business Building, No. 586 Jiefang Avenue, Qiaokou District, Wuhan, Hubei Province |
2. Specific explanation on account standardization
In strict compliance with the relevant requirements on account management by the CSRC and CSDCC, the Company advanced its account management work, further optimized its long-term account management mechanism, and conducted further standardized clean-up of the unqualified accounts, small-amount-dormant accounts and dormant accounts without risk management which had been put in separated reserve category.
In 2025, the Company had totally standardized 35 unqualified capital accounts, 15 unqualified securities accounts; 1,391 activated small-amount dormant capital accounts, 2,475 activated small-amount dormant securities accounts; no newly added small-amount dormant capital accounts and securities accounts; 14 activated dormant capital accounts without risk management, and 24 activated dormant securities accounts without risk management, all of which have been put in separated reserve category.
As at December 31, 2025, the Company had 3,804,602 capital accounts and 5,963,056 securities accounts, of which 3,290,057 and 5,373,946 were qualified capital accounts and qualified securities accounts respectively, 10,169 and 1,190 were unqualified capital accounts and unqualified securities accounts respectively, 470,846 and 573,805 were small-amount-dormant capital accounts and small-amount-dormant securities accounts respectively, and 33,530 and 14,115 were dormant capital accounts without risk management and dormant securities accounts without risk management respectively.
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3. Development of innovative business and its risk control
(1) Analysis on development of innovative business
- Focusing on the development of the real economy and new quality productive forces, the Company expanded into new frontiers of innovative businesses and diligently advanced the “five major areas” of finance. During the Reporting Period, the Company formulated and released its “Action Plan for Advancing the ‘Five Major Areas’ of Finance”, establishing a progressive action framework characterized by “projectization, collaboration, and tangible outcomes” in alignment with regulatory policies, strategic plans, and reform tasks. In terms of technology finance, the Company persisted in cultivating its distinctive strengths as a technology-focused investment bank, successfully issuing the first batch of corporate bonds for technological innovation to professional investors and innovatively launching the “Orient Securities CDB Sci-Tech Innovation Bond Basket (東方證券國開科創債籃子)”. Focusing on new quality productive forces sectors such as new energy, high-end manufacturing, and industrial upgrading, the Company collaborated with local governments and industrial capital to complete the registration and capital contribution for 2 fund-of-funds and 2 venture capital funds. In terms of green finance, the Green Finance Research Institute was established to create a distinctive new-type think tank. Together with the Shanghai Headquarters of China Economic Information Service (Xinhua News Agency), it jointly released the inaugural securities industry index for green finance development. The Company issued 34 multi-variety green bonds, with the lead underwriting amount exceeding RMB13 billion, and its market share in green bond trading continued to improve. In terms of inclusive finance, the Company was granted pilot qualification for account management function optimization, achieving breakthroughs in upgrading the account service system and deepening customer service. Orient Futures maintained 146 “insurance + futures” projects, cumulatively investing over RMB50 million in assistance funds to regions including Tibet and Yunnan. In terms of pension finance, the pension business sustained ongoing cooperation with several large banks, with the scale of pension assets under management growing steadily. Orient Securities Asset Management continued to list new pension FOF products, increasing the supply of pension financial products. In terms of digital finance, the Company fully launched its new-generation core business system, characterized by strong resilience, high capacity, and high performance. Oriental Winner APP 6.0 significantly enhanced scenario-based service efficiency through “precision services + intelligent trading + professional companionship”.
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- Deepening efforts in innovative business areas, the Company established new benchmarks for brand effect and enhanced market influence. During the Reporting Period, the wealth management business intensified its innovation and transformation, deepened the development of buy-side advisory capabilities, and constructed a new dual-engine model of "securities investment advisory + trading" and "fund investment advisory + products". The service scale and repeat investment rate of its fund investment advisory business maintained a leading position in the industry. The asset management business continued to solidify its brand. Orient Securities Asset Management actively advanced its "second venture", with operational performance remaining at the forefront of the industry. China Universal operated steadily, with its scale of non-money market public funds ranking among the top ten in the industry. The Bradesco-China Universal Shanghai and Shenzhen 300ETF was launched on the Brazilian market, becoming the first batch of products of ETF connectivity between SSE and Brazil's B3 (Brasil Bolsa Balcão)(巴西證券期貨交易所). The futures business saw a stable growth in client equity scale, continuing to rank highly in the industry. Orient Futures (Singapore) was approved by the CSRC for Qualified Foreign Institutional Investor (QFII) qualification and the Securities and Futures Business License, permitting it to conduct onshore securities investment business. The investment banking business pursued innovation and expansion, completing landmark projects such as the merger and acquisition of Haitong Securities by Guotai Junan Securities, RoboTouch's acquisition of Germany's FiconTEC, and Ferrotec's acquisition of Fulehua. In the institutional business segment, FICC OTC derivative business progressed steadily. The scale of interest rate bond underwriting and bond market-making trading consistently remained at the forefront of the market. The Company received an 'A' rating for its STAR Market stock market-making business. Its project, "Orient Securities' 'Electricity-Carbon-Finance' Green Circular Innovation Business Model", was awarded the Second Prize of the Shanghai Financial Innovation Achievement Award.
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- Exploring new pathways for the development of the capital market's digital ecosystem, the Company forged its core competitiveness in digital advancement. During the Reporting Period, the Company formulated and implemented a special plan for digital transformation, strengthening its top-level design. Leveraging technological innovation as a key driver, expansion into new business models and formats as a catalyst, institutional innovation as a safeguard, quick-win projects as implementation points, and platform-based thinking as a guide, it propelled the comprehensive digital transformation of its operations and management. This continuously enhanced the quality and efficiency of empowering customer service and the real economy through digital technology. The Company improved its information technology governance by establishing a new Information Technology Governance Committee. It implemented an "AI" action plan, successfully held an "AI + Finance" innovation competition, completed the upgrade and expansion of the Oriental Brain computing cluster, and accelerated the landing of application scenarios for innovative projects such as AI large models and intelligent advisory. In collaboration with Huawei Technologies Co., Ltd., it jointly established the "Computing Ecosystem Joint Laboratory" to deepen cooperation in areas including digital transformation, promotion of IT application innovation, and talent development. Five projects, including "Construction of Orient Securities' Digital and Intelligent Fund Investment Advisory System", were awarded the "FinTech Development Award" jointly presented by the People's Bank of China and the CSRC. Three research topics, including "Exploration and Research on the Construction of an Intelligent Quantitative Investment Research Platform for Finance", were recognised as outstanding topics of 2024 by the Securities Information Technology Research and Development Centre (Shanghai).
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(2) Risk control for innovative businesses
With the promotion of the Company's development strategies, its innovative businesses maintained a steady development during the Reporting Period. Based on the actual conditions, the Company actively pursued business innovation and emphasized strengthening business risk verification by adopting the following measures:
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In terms of organizational structure, the risk management department strengthened the communication with the business departments, kept track of and monitored innovative business, and also actively conducted risk identification and assessment. To jointly mitigate business risk with various departments, the Company's business department, branches and subsidiaries served as the first defense line, the risk management function departments served as the second defense line, and the risk supervision and management departments served as the third defense line.
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In terms of management procedures, the Company continued to improve the risk management system of innovative business, and closely kept up with the compliance and risk management of its innovative business. The Company also implemented a new assessment and verification mechanism of innovative business to keep track of the entire process of framework design, innovation declaration, business development and evaluation and acceptance of innovative business.
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In terms of risk identification and assessment, the Company optimized risk assessment tools for innovative products, improved risk measurement level by combining with self-research engine. Operational risk assessments were conducted for new businesses, and a unified business aggregation process was established for new products and businesses, integrating them into the same business management framework. This effectively supported the smooth implementation of complex financial derivatives businesses and ensured that the risks associated with innovative businesses remained controllable and within acceptable limits.
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In terms of risk reports, the Company integrated the risk measurement and the progress of innovative business into the overall risk management report system to earnestly summarize risk management experience in innovative business.
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4. Risk control indicators and establishment of net capital replenishment mechanism of the Company
(1) Establishment of dynamic monitoring mechanism of risk control indicators
To meet regulatory requirements and enhance its risk management, the Company continued to improve the mechanism for monitoring, pre-warning and reporting mechanism of risk control indicators to effectively ensure that risks related to business operations remain measurable, controllable and tolerable. In addition, based on changes in market, business development, technology and regulatory environment, the Company constantly improved the risk control indicator system and continuously optimized the functions of the system for dynamic monitoring of risk control indicators to ensure synchronous coverage of all business activities carried out by the Company and to effectively support the monitoring of the Company's risk control indicators.
The Company has set risk monitoring positions for all business lines and its overall indicators. Each of the positions has been assigned with explicit tasks and clear duties. With the monitoring system for various businesses and the dynamic monitoring mechanism for risk control indicators as its working platform, the Company has conducted dynamic monitoring and early warning on unusual changes and trigger issues of relevant risk control indicators, prepared risk management reports on a regular and ad hoc basis and kept track of the rectifications of the risks involved.
(2) Capital replenishment mechanism
Based on the risk control requirements of regulatory authorities and its own risk tolerance, the Company has established the capital replenishment mechanism to make dynamic adjustments to the scale and structure of various business sectors, while replenishing or increasing net capital according to its business development when appropriate.
The Company formulates plans for allocation of assets and liabilities as well as risk appetite and limitations at the beginning of each year, and the relevant functional departments such as the risk management department are responsible for the monitoring and reporting of risk control indicators. Once any risk control indicator reaches the triggering standard, the Company will adopt risk handling measures according to the alert level, including strictly controlling investment products with relatively high risk exposures and capital consumption or its business scale, adjusting the structure of financial asset investments, reducing risk exposures with risk hedging instruments and replenishing its net capital in a timely manner through various channels including issuance of long-term subordinated bonds.
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(3) Establishment of stress testing mechanism
The Company has established the regular stress testing mechanism and conducts comprehensive stress tests and special stress tests on a regular or irregular basis based on market changes, business scale and risk levels to ensure its risks are measurable, controllable and tolerable in various stress scenarios, so as to ensure the sustainable operation of the Company. The Company has specified in its rules and regulations that a special or comprehensive stress test is required to be conducted when the risk control indicators such as net capital and liquidity may experience material adverse changes or may approach the triggering level due to major external investment or acquisition, major external guarantee, major fixed asset investment, profit distribution or other capital expenditure, negative adjustment to the classification evaluation securities firms, concentrated maturities or redemption of liabilities, restricted financing channels or other relevant activities, or when the Company needs to determine the scale of significant business or commence significant innovative business or internal or external material risks are expected to or have occurred or significant external risks and policy changes are expected to or have occurred. Furthermore, suggestions for adjusting business scale based on the analysis of testing results and the Company's risk tolerance should be provided for the reference of the management when making decisions.
During the Reporting Period, according to the requirements under the Guideline on Stress Testing of Securities Companies ("證券公司壓力測試指引") issued by the Securities Association of China, based on market environment changes and business development of the Company, the Company constantly optimized the stress testing mechanism in terms of organizational guarantee, system establishment and system support. The Company regularly carried out comprehensive and special stress tests throughout the year to enhance its ability to respond to extreme situations and events. The comprehensive stress test focused on risk control indicators and overall financial indicators including but not limited to net capital and liquidity, and the targets of the special stress test varied depending on the purposes of the test.
(4) Attainment of risk control indicators during the Reporting Period
During the Reporting Period, the key risk control indicators related to net capital and liquidity of the Company were kept in continuous compliance with the regulatory standards under the Administrative Measures for the Risk Control Indicators of Securities Companies ("證券公司風險控制指標管理辦法") and its implementation rules with certain margin of safety.
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5. Explanations on financing
(1) Financing channels of the Company
The Company has diversified financing channels with smooth development. The Company may conduct equity financing by means of issuance of new shares or rights issue, and conduct debt financing by means of corporate bonds, subordinated bonds, perpetual subordinated bonds, overseas bonds, short-term financing bills, income certificates, income right financing, refinancing, inter-bank borrowing and bond repurchase.
(2) Analysis on financing capability
The Company operates in compliance with regulations with sound reputation, all risk regulatory indicators meet relevant regulatory requirements, and has strong financing ability and solvency. The Company maintains good cooperative relations with major financial institutions and has sufficient credit lines. The Company rationally arranges financing plans according to business needs and market environment, and continuously optimizes the debt structure. As at the end of the Reporting Period, the long-term rating of the Company assessed by Moody was Baa2, with a stable rating outlook, while the long-term rating of the Company assessed by Standard & Poor was BBB-, with a stable rating outlook.
During the Reporting Period, the Company adopted various forms of debt financing, including credit borrowing, bond repurchase, income certificates, short-term corporate bonds, corporate bonds, subordinated bonds and perpetual subordinated bonds. For details of the issuance of various debt financing instruments by the Company, please refer to "Section VI, II. Issuance and Listing of Securities" of this report.
(3) The Company's liabilities structure
Please refer to "Section III, VI. (i). 3. Analysis on major items of consolidated statement of financial position".
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(4) Measures adopted by the Company for liquidity and the relevant management policies
In terms of liquidity risk management, the Company has established a comprehensive measurement and monitoring system covering before, during and after the event. The Company achieves pre-identification of risks through business splitting and risk mapping, strengthens management during the event by relying on daily monitoring, risk early warning and crisis handling mechanisms, and makes dynamic evaluation by means of liquidity stress testing, emergency drills and other measures, thereby forming a closed-loop management and enhancing the proactive and forward-looking liquidity management.
The Company actively uses information technology to build and improve the cash flow measurement and analysis framework, so as to continuously enhance the efficiency of centralized fund management. By improving the professionalism and initiative of liquidity reserve asset management, the Company maintains liquidity reserve assets with reasonable scale, scientific structure and stable operation, and ensures reasonable and sufficient daily available funds through fund security with scientific adjustment of asset structure.
During the Reporting Period, the Company actively expanded various financing channels, improved financing strategies, strengthened the professional level of financing management, and enhanced the diversification and stability of financing sources. The Company maintained sound cooperative relationship with major commercial banks and other financing counterparties, and had in place abundant bank facilities with strong financing capabilities.
(iii) Analysis on investments
- Overall analysis on external equity investments
At the end of the Reporting Period, investment in associates of the Group amounted to RMB6.190 billion, an increase of RMB62 million or 1.00% compared with the end of the previous year. During the Reporting Period, the Group's share of the results of associates was RMB759 million, the Group's investment in associates decreased by a net RMB167 million, and dividends declared by associates amounted to RMB411 million. For details of investment in subsidiaries, please refer to Note 36 to the consolidated financial statements herein.
(1) During the Reporting Period, the Group had no material equity or non-equity investments.
(2) Significant investments
During the Reporting Period, there was no significant investment held by the Group or future plans for material investments or capital assets, and none of each individual investment held by the Group constituted 5% or above of total assets of the Group as at the end of the Reporting Period.
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Explanations on securities investment
The Company’s proprietary investment includes investment transactions such as in equity, fixed income, commodities and foreign exchange. For the overall situation of proprietary investments, please refer to Notes 22, 26-29 of the consolidated financial statements herein. In terms of equity proprietary trading, the Company implements the idea of “multi-asset, multi-strategy, and stable investment”, adheres to the concept of “prosperity value”, and seizes market opportunities through dynamic asset allocation and refined investment. In terms of non-equity proprietary trading, the Company has established a comprehensive research and investment system and system support, achieving full-asset trading, full business support, and full-process control, with efficient portfolio management and asset allocation capabilities.
The structure of the Group’s financial assets held at fair value at the end of the Reporting Period is as follows:
Unit: million Currency: RMB
| Items | Investment cost as at the end of the year | Book value as at the end of the year | Net amount purchased or sold during the year | Change in fair value during the year | Net investment income during the year | |
|---|---|---|---|---|---|---|
| 1. | Financial assets at fair value through profit or loss | 108,567 | 110,160 | 19,229 | 115 | 5,412 |
| 2. | Debt instruments at fair value through other comprehensive income | 94,446 | 95,980 | (13,736) | (498) | 1,300 |
| 3. | Equity instruments at fair value through other comprehensive income | 30,481 | 32,568 | 12,611 | 345 | 1,304 |
| 4. | Derivative financial instruments | 209 | 612 | (14) | (820) | (1,361) |
In order to strengthen the management of proprietary trading business, the Company has formulated relevant management rules and established a securities investment business management system to control investment risks, ensure efficient execution of securities investment decisions within the scope of authorization, and improve decision-making procedures to ensure the safety and effectiveness of investments. For specific risk control measures, please refer to “Section III, VII, (iv), 1, (1) Market risk” of this report.
(iv) During the Reporting Period, the Group had no material disposal of assets and equity.
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(v) Analysis on major subsidiaries and associates
Major subsidiaries and investee companies affecting 10% or more of the Company's net profit
Unit: 100 million Currency: RMB
| Company name | Company type | Principal businesses | Registered capital | Total assets | Net assets | Operating income | Operating profit | Net profit |
|---|---|---|---|---|---|---|---|---|
| Orient Futures | Wholly-owned subsidiary | Futures brokerage, financial futures brokerage, futures investment consultancy, asset management and fund sales. | 50 | 1,219.90 | 69.02 | 19.36 | 7.71 | 5.94 |
| Orient Securities Capital Investment | Wholly-owned subsidiary | Establishment of direct investment funds, equity investments of enterprises, or investment of other funds related to equity investment, the provision of financial advisory services to clients in respect of equity investment and other businesses permitted by the CSRC. | 30 | 33.31 | 32.87 | 2.02 | 1.16 | 0.98 |
| Orient Securities Asset Management | Wholly-owned subsidiary | Securities asset management and management of publicly offered securities investment funds. | 3 | 54.83 | 45.30 | 15.99 | 4.61 | 4.28 |
| Orient Securities Innovation | Wholly-owned subsidiary | Venture capital, financial products investment, investment management and investment consultancy. | 85 | 98.14 | 93.93 | 5.03 | 4.09 | 3.27 |
| Orient Finance Holdings | Wholly-owned subsidiary | Investment holding, and operation of securities brokerage business, futures brokerage business, asset management business, investment banking and margin financing business as regulated by the SFC pursuant to SFO through establishment of various subsidiaries and licensed sub-subsidiaries. | HKD37.54 | HKD138.25 | HKD24.08 | HKD4.77 | HKD2.12 | HKD1.94 |
| China Universal | Significant participating company | Fund raising, fund sales, asset management and other businesses permitted by the CSRC. | 1.33 | 161.72 | 115.15 | 56.58 | 18.56 | 14.21 |
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(vi) Explanations on change in the scope of consolidation of the statements
- As compared with the end of last year, the Group added 16 entities into its scope of consolidation during the year, which included the Group, Orient Futures, Orient Financial Holdings and Orient Securities Asset Management added 5, 6, 2 and 3 structured entities respectively.
- As compared with the end of last year, the Group excluded 14 entities from its scope of consolidation during the year, which included Orient Capital deregistered 3 subsidiaries; the Group, Orient Futures, Orient Securities Asset Management, Orient Venture Capital and Orient Financial Holdings reduced 1, 3, 1, 4 and 2 structured entities respectively, due to reasons such as maturity liquidation and changes in shareholding resulting in loss of control.
(vii) Structured entities controlled by the Company
When determining whether to consolidate structured entities, the Company considers total variable returns from such structured entities attributable to the companies within the consolidation scope, the risk exposures and other factors, and has incorporated 50 structured entities into the consolidation scope. 16 structured entities were newly included in the consolidation scope during the year, and 11 structured entities were excluded due to reasons such as maturity liquidation and changes in shareholding resulting in loss of control.
Details of structured entities incorporated into the consolidation scope during the period:
Unit: '000 Currency: RMB
| Structured entities incorporated into the consolidation scope | December 31, 2025 or the year of 2025 |
|---|---|
| Total assets | 21,772,337 |
| Total liabilities | 65,824 |
| Total net assets | 21,706,513 |
| Operating income | 2,215,897 |
| Net profit | 2,170,251 |
Note: The above data are all based on financial information prepared in accordance with CASBE.
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VII. DISCUSSION AND ANALYSIS ON THE COMPANY'S FUTURE DEVELOPMENT
(i) Industrial layout and trend
Since 2025, the securities industry has actively integrated itself into the broader economic and social development landscape, proactively serving the nation's major strategies, and continuously deepening the supply-side structural reform of finance to drive high-quality development. Currently, China's securities industry is exhibiting five major trends: clearer functional positioning, reshaping industry landscape, integrated business transformation, accelerated international development, and core technology capabilities.
1. Clearer functional positioning
Focusing on the overarching goal of Chinese-style modernization, the Fourth Plenary Session of the 20th Central Committee of the Communist Party of China made significant deployments regarding the construction of a strong financial country and the high-quality development of the capital market. The CSRC has put forward the "three-step" construction goal of first-class investment banks and investment institutions, and clarified the direction of high-quality development of the securities industry in the aspects of "functional, intensive, professional and specialized development". Securities companies are prioritizing their functional role, with their positions as "service providers" for direct financing, "gatekeepers" of the capital market, and "managers" of social wealth becoming increasingly clear.
2. Reshaping industry landscape
During the "15th Five-Year Plan" period, the securities industry will enter a critical phase of landscape reshaping. Regulatory authorities encourage high-quality securities companies to become better and stronger through mergers and acquisitions. Leading securities firms are expected to obtain more policy support, dominate the market competition, and are expected to significantly improve their comprehensive competitiveness through methods such as business innovation, group operation, mergers and acquisitions and restructuring to become the industry's leader and benchmark, and further strengthen the trend of concentration of the industry's leading institutions. Small and medium-sized securities firms, on the other hand, should leverage their unique resources to build differentiated competitive advantages by focusing on offering specialized services to specific regional markets and customer groups. In the future, the securities industry will evolve into a healthy development landscape characterized by "top-tier leadership and distinctive differentiation across the board."
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3. Integrated business transformation
The securities industry is accelerating its transformation from "scale expansion" to "functional upgrading." With high-quality development as the main theme, the sector is striving for leapfrog breakthroughs in serving national strategies, reshaping the industry ecosystem, and international layout. Going forward, securities firms will continue to adopt a "dual-engine" approach of "financing + investment" to channel resources toward key areas such as technological innovation, advanced manufacturing, green and low-carbon development, and inclusive livelihoods. With integrated business operations as the direction, they will shift from mere securities underwriting to providing deep-seated professional services like strategic advisory, mergers and acquisitions and restructuring for enterprises; transition from channel-based business to offering comprehensive investment advice and asset allocation services for clients; and move from focusing domestically to developing both domestic and international operations simultaneously, meeting all-around investment and financing needs of their clients.
4. Accelerated international development
Against the backdrop of building a strong financial country and the two-way opening of the capital market, the internationalization of securities firms is transitioning from isolated breakthroughs to the construction of full-chain international capabilities. Securities companies primarily engage in international exploration through setting up overseas subsidiaries and conducting cross-border businesses, with corporate cross-border financing, wealth management, and asset management becoming key focus areas. In the future, as cross-border service capabilities and international competitiveness improve, international business will become a crucial support for domestic enterprises "going global" and foreign capital "coming in", as well as a new engine for securities firms' performance growth. International development is set to enter the "fast lane."
5. Technology as the core of competitiveness
In recent years, technologies such as artificial intelligence, big data, blockchain, and cloud computing have gradually matured, yielding remarkable application results in the securities industry and efficiently empowering the development of the real economy. In the new development stage, digital transformation has injected new vitality into the industry, transformed the way financial service capabilities are generated, expanded the breadth and depth of financial services, effectively enhanced the effectiveness and systematic nature of financial risk control systems, and strengthened the adaptability and inclusiveness of the financial service system. It has become a key link for security companies to focus on their main business and achieve specialization, optimization, refinement, and strengthening. In the future, security companies will further explore emerging digital technologies in depth, continuously optimize the construction and layout of financial technology, and promote financial product innovation and service innovation, thereby creating a new competitive moat.
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(ii) Development strategy
The Company adheres to Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era as its fundamental guideline, fully implements the spirit of the 20th National Congress of the Communist Party of China and all plenary sessions of the 20th Central Committee, thoroughly understands General Secretary Xi Jinping's important remarks on financial work, fully implements the new development philosophy, fully practices the political and people-oriented nature of financial work, correctly balances the relationship between functionality and profitability, comprehensively deepens reform, ensures high-quality development led and guaranteed by high-quality Party Building, embarks on a high-quality development path with the characteristics of DFZQ, builds a first-class modern investment bank with domestic competitiveness and international influence, and makes greater contributions to the construction of a financial powerhouse and Shanghai's "Five Centers".
Guided by the above guiding ideology, the Company has formulated its strategic plan for 2025-2027, takes "collectivization, digitalization, and internationalization" as strategic drivers, and proposes the "12345" development path and main tasks. During the 2025-2027 strategic planning period, the Company will adhere to one overall positioning, continuously promote high-quality development with the characteristics of DFZQ, focus on the two key areas of comprehensive wealth management and comprehensive investment banking, forge three core capability pillars of comprehensive customer group management, digital technology-driven initiatives, and endogenous compliance and risk control, create four characteristic advantages of buyer's investment advisory, industrial investment banking, institutional finance, and digital technology, and promote five coordinated developments including wealth management, asset management and futures, investment banking, investment and research, licenses and clients, energy and finance, and domestic and offshore sectors. The Company will improve the safeguard mechanisms for plan implementation, adhere to the overall leadership of the Party, strengthen the leadership guarantee for the Company's development; promote steady and long-term reform, consolidate the elemental foundation for the Company's development; and strengthen the construction of talent teams to stimulate the internal driving force for the Company's development.
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(iii) Business plan
2026 marks the first year of the “15th Five-Year Plan” and a crucial year for the Company to connect the past and future in its new round of strategic planning. The Company shall deepen its sense of mission and responsibility in serving the country’s major strategies, continue to vigorously implement the special action for the Company to support the construction of Shanghai’s “Five Centers”, formulate a task list for annual landmark achievements, decompose them into phased progress goals, improve the work promotion and evaluation mechanism, and urge the accelerated implementation of key projects. Adhering to the goal of building a first-class modern investment bank, taking deepening reform and capacity building as the main line, and focusing on improving quality and efficiency as the core orientation, the Company shall seize policy and market opportunities, continuously consolidate the foundation for development, promote the transformation and upgrading of businesses, unswervingly take the path of differentiated and characteristic high-quality development, and realize reasonable growth in quantity and effective improvement in quality of the Company’s operations.
In 2026, the Company shall closely follow the three strategic directions of “collectivization, digitalization, and internationalization”, accelerate the cultivation of new development drivers, promote the steady improvement of operational quality and efficiency, and strive to advance the Company from “expanding scale” to “expanding scale and strengthening strength”. The Company shall firmly focus on the three key business areas of “comprehensive wealth management, comprehensive investment banking, and comprehensive institutional business”, adhere to the principle of seeking progress while maintaining stability and implementing classified policies, continuously build differentiated competitive advantages, and jointly consolidate the core support for the Company’s characteristic high-quality development. The Company shall promote the construction of a market-oriented system and mechanism with greater efforts, so as to make organizational operation smoother, resource allocation more precise, and cadres and employees more proactive, injecting sustained and stable internal driving force for strategic implementation and high-quality development. For compliance and risk management work, the Company shall adopt stricter management, more solid system implementation and more powerful technological empowerment to systematically prevent and effectively resolve potential risks in key areas, and resolutely uphold the bottom line of no systemic risks or major operational losses.
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(iv) Potential risks (including the implementation of comprehensive risk management and investment in compliance risk control and information technology)
- Major risks and countermeasures
The risks to which the Company is exposed to in its operations are mainly market risk, credit risk, liquidity risk, operational risk, money laundering and terrorism financing risk, technology risk and reputational risk. Specifically, such risks and respective countermeasures are as follows:
(1) Market risk
Market risk mainly refers to the risk of losses incurred by the Company due to changes in market prices, and can be categorized into stock price risk, interest rate risk, exchange rate risk and commodity price risk.
Centering on the overall business strategy, the Company effectively identifies, accurately measures, dynamically monitors, and promptly responds to market risks in its operations, ensuring that market risks are controlled within a reasonable range acceptable to the Company and promoting the matching of business returns with risk levels. The Company has established a group-wide asset-liability allocation and risk limit system that reflects the Company's overall market risk appetite and risk-bearing capacity. Under the framework of the Company's overall business authorization, all businesses implement hierarchical risk limit authorization to effectively control various businesses and products. Each business unit of the Company serves as the first line of defense for market risk management and assumes direct responsibility for market risks; the Company's risk management function department takes the lead in overseeing the Company's market risk management work.
The Company continuously optimizes its multi-type and multi-level risk limit system, formulating indicators such as Value-at-Risk (VaR), stop-loss, position exposure, sensitivity, and concentration, which are decomposed from top to bottom to the Group, the parent company, and each business unit. Value-at-Risk (VaR) refers to the potential loss of the investment portfolio arising from future movement in market price under a certain confidence level. The Company adopts a VaR with a confidence level of 95% and a holding period of one day to measure the market risk condition of its financial products investment portfolio. In 2025, the VaR of the Company's investment portfolios fluctuated to a certain extent due to factors such as market environment and position allocation. As of the end of the Reporting Period, the VaR (95%, one day) of the Company's overall market risk was RMB316 million.
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Relying on the independently developed unified risk control platform, the Company realizes systematic monitoring and early warning of market risk indicators, establishes a daily mark-to-market and dynamic stop-loss mechanism, identifies key factors affecting investment portfolio returns through sensitivity analysis, and regularly conducts scenario analysis, stress testing, and other methods to assess the investment portfolio's resilience to extreme market volatility.
The Company closely monitors macroeconomic indicators and trends, as well as major economic policy developments, evaluates systemic risks that changes in macro factors may bring to investments, strengthens research on the risk characteristics and future trends of various asset classes, adjusts investment strategies, formulates emergency plans for various predictable extreme scenarios, and classifies and manages major events according to their severity.
During the Reporting Period, under the impact of factors including improvement on overseas liquidity, proactive and loose domestic macro policies and technological self-reliance, capital market remained resilient against the backdrop of significant fluctuation. In terms of equity securities investment, the Company kept a daily track of changes in trading positions, made appropriate adjustment to trading positions through implementing diversified investment strategies, and controlled risk exposure. In terms of fixed income securities investment, the Company used interest rate swaps, treasury bond futures and other derivative instruments to hedge interest rate risks, effectively controlled the basis point value and duration of the investment portfolio, and ensured that the overall assets were under control due to changes in interest rate fluctuations. In terms of derivatives business, the Company mainly adopted a market-neutral strategy, controlled the Greeks exposure such as Delta, Gamma and Vega to an acceptable range, and stringently implemented the risk verification working procedures of products pricing, hedging strategies and models for derivatives with high risk including OTC options. In terms of foreign exchange business, the Company strengthened research on the foreign exchange market, tracked changes in overseas asset prices, monitored exchange rate risk exposure, and effectively managed exchange rate risk by reasonably using exchange rate derivatives for hedging and mitigation.
(2) Credit risk
Credit risk mainly refers to the risk of loss due to default by the financier, counterparty or issuer. The Company's primary credit risks are categorized into the following three aspects: the first is direct credit risk, i.e. the risk arising from the issuer's failure to fulfill contractual obligations; the second is counterparty risk, i.e. the risk arising from a breach of contract by the counterparty and financier in a derivatives transaction or securities financing transaction; the third is settlement risk, i.e. the risk arising from the breach of contract during the settlement and delivery of a transaction which occurs when the Company fulfills its delivery obligation, but the counterparty breaches the contract.
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The Company has established a credit risk management system that covers its entire business processes. Adhering to the principles of soundness and prudence, it implements comprehensive management over financiers, issuers, and counterparties covering before, during and after the event to ensure that credit risk remains measurable, controllable, and tolerable. Firstly, the Company strengthens front-end risk identification through rigorous contract reviews and in-depth due diligence to assess counterparty qualifications. Secondly, the Company has established an internal credit rating system to conduct systematic fundamental analysis of issuers and counterparties, and applies these internal credit ratings to relevant business access and credit line settings. Thirdly, based on the risk management requirements for "same business, same client," the Company has established a unified credit management system to uniformly identify, measure, and monitor clients and businesses, effectively preventing excessive credit grant and cross-contamination of risks, thereby enhancing the precision and consistency of credit risk management. Fourthly, in compliance with regulatory requirements and risk management needs, the Company has established a scientific credit risk exposure measurement system. Based on this, it implements strict credit risk limit management, which involves prudently setting credit risk limits, strictly enforcing risk limit control requirements, and continuously monitoring the usage of risk limits, all while fully considering the Company's risk tolerance and net capital levels, to effectively control the quality and concentration of the Company's credit assets. Fifthly, the Company conducts regular credit risk stress tests to prudently assess expected credit losses under stress scenarios, ensuring that credit risk remains controllable under extreme conditions. Sixthly, the Company has established a continuous public sentiment monitoring mechanism to dynamically assess changes in client credit status. Potential risks identified are managed through a tiered watchlist based on their severity, and timely differentiated countermeasures are implemented. Seventhly, through the development of specialized systems for credit risk management, the Company has systemized and automated functions such as internal rating, credit approval, risk measurement, concentration management, monitoring and early warning, watchlist management, and stress testing, effectively enhancing the efficiency of credit risk control.
Furthermore, the Company has strengthened credit risk control for key businesses. Firstly, for OTC derivatives business, the Company scientifically measures its counterparty credit risk exposure, sets differentiated margin requirements and trading rule restrictions, strictly implements daily mark-to-market and margin call mechanisms, and initiates forced closure of positions when necessary to effectively control the counterparty credit risk exposure of OTC derivatives transactions. Secondly, for credit trading business, the Company has established a risk control system centered on client credit ratings, credit line determination, and collateral management. It uses extension review as a core tool for ongoing risk management and manages risky projects through means such as forced closure of positions and legal recourse to safeguard the security of business assets.
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Through continuous operation and optimization of the above credit risk management system, the Company's credit risk management has become significantly more systematic, precise, and forward-looking, providing a strong foundation for the stable development of its business.
(3) Liquidity risk
Liquidity risk refers to the risk that the Company cannot obtain sufficient funds at a reasonable cost in time to pay its debts when falling due, fulfill other payment obligations and meet the capital demand for normal business development.
According to the regulatory requirements including the Guideline on Liquidity Risk Management of Securities Companies ("證券公司流動性風險管理指引") and for the purpose of its own risk management, the Company continuously refines the liquidity risk management system and internal management system and has dedicated personnel responsible for dynamic monitoring, pre-warning, analysis and reporting of the Company's liquidity risk. For management of daily liquidity position, the Company reserves sufficient high-quality liquid assets, sets corresponding limits on liquidity reserve assets and monitors cash flow shortfall on a daily basis to ensure the smooth operation of the Company's business and the timely repayment of liabilities as they fall due. The Company carefully determines the qualitative principles and quantitative indicators of liquidity risk appetite at the beginning of each year, and has established limit assessment and adjustment mechanism to implement limit management of liquidity risk and conduct monitoring and reporting of compliance with limits. The Company strives to formulate comprehensive financing strategies to improve the diversity and stability of its financing sources and establish flexible financing channels both on and off the exchange. The Company conducts regular and ad hoc liquidity stress testing and emergency exercise, continuously updates and improves the stress scenario and report, analyses the results of the stress tests to identify risk spots and vulnerabilities, and applies the results of the stress tests in the Company's relevant decision-making processes. During the Reporting Period, the Company continued to improve the liquidity risk management system, utilized the information system to effectively identify, measure, monitor and control the liquidity risk, and ensured that the Company's liquidity coverage ratio and net stable funding ratio continued to meet regulatory requirements. During the Reporting Period, the Company continuously put more efforts into liquidity risk management and coordination of subsidiaries, improved the liquidity risk management capabilities of subsidiaries and the whole liquidity risk control level of the Group.
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(4) Operational risk
Operational risk refers to risk of losses which may be caused by weakness or problem existing in internal procedure, staff and information technology systems as well as by external events.
In accordance with the Guidelines on Operational Risk Management for Securities Firms ("證券公司操作風險管理指引"), the Company has continued to improve its operational risk management system and has formulated the "Measures for Operational Risk Management of Orient Securities Company Limited", the "Management Rules for the Collection and Management of Operational Risk Events and Loss Data of Orient Securities Company Limited", the "Management Rules for the Management of Key Risk Indicators of Operational Risk of Orient Securities Company Limited", the "Management Rules for the Self-Assessment of Operational Risk and Control of Orient Securities Company Limited" and the "Business Continuity Management Plan of Orient Securities Company Limited (Trial)". This has established an operational risk management policy system characterized by "one foundational measure, three implementing rules, and one key special plan". The Company has established an operational risk identification and assessment mechanism to conduct risk and control self-assessment on a regular and ad hoc basis; and set up a system of key risk indicators to conduct dynamic and continuous monitoring of various types of operational risk-related information and indicators to analyze the operational risk situation; improved the mechanism for the collection and management of operational risk events and loss data for the comprehensive and sustainable identification, collection, summary, analysis and reporting of operational risks loss data. The Company has promoted the mechanism development for operational risk in specialized areas. By identifying and assessing the impact and losses arising from business operation interruptions, it has clarified the focus of business continuity management, and enhanced its operational risk management capabilities in these specialized areas. Diversified training methods have been adopted to cultivate operational risk awareness among all employees, thereby advancing the development of the Company's operational risk management culture.
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(5) Money laundering and terrorism financing risk
Money laundering and terrorism financing risk refers to the risk that the products or services of financial institutions are manipulated by criminals to engage in money laundering, terrorism financing activities and proliferation financing activities, which will adversely affect the Company in terms of law, reputation, compliance and operation.
During the Reporting Period, the Company took the various instructions and opinions put forward by the People's Bank of China during its anti-money laundering supervision visits as a guide, combined with the Company's daily money laundering risk prevention, and coordinated the implementation of various rectification work, accelerated the improvement of its anti-money laundering management mechanism and focused on enhancing risk identification and response capabilities to continuously improve the quality and effectiveness of its anti-money laundering work. During the year, the Company primarily carried out the following anti-money laundering initiatives:
Firstly, the Company continuously improved its internal control system for anti-money laundering. Revisions were made to relevant anti-money laundering systems at the Board level, including the "Measures for the Management of Money Laundering and Terrorist Financing Risks of Orient Securities Company Limited", and the "Management Measures for Anti-Money Laundering Work of Branches of Orient Securities Company Limited" was newly introduced.
Second, the Company continuously enhanced the construction of its ongoing due diligence working mechanism. Building upon its existing system for monitoring changes in institutional customer information, the Company has introduced monitoring rules for irregular customer information, abnormal fund transactions and risk event-related situations. As of now, an ongoing due diligence framework covering four major categories of scenarios has been established. Corresponding work requirements and risk control measures have also been clarified, leading to a continuous improvement in the quality and efficiency of due diligence work.
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Thirdly, the Company has continuously optimized the monitoring indicators for suspicious transactions. Optimization work has been completed for key suspicious transaction monitoring indicators, including "mismatch between individual client identity and asset size", "monitoring the sudden activation of long-dormant accounts", "transfer of funds without material transactions", "changing designated transactions and transferring custody", and "changing the depository bank or transfer bank". The optimized indicators essentially cover the Company's primary suspicious transaction monitoring models. Following the optimization of the monitoring models, the number of invalid alerts has decreased significantly and the quality of suspicious transaction alerts has steadily improved.
Fourthly, the Company has earnestly implemented performance appraisal and reward-punishment mechanisms for anti-money laundering. To fully leverage the incentive effect of performance appraisals in "rewarding excellence and punishing inferiority", the Company formulated an implementation plan for anti-money laundering performance appraisal and rewards and punishments. A tiered and categorized anti-money laundering performance appraisal system was established, incorporating personnel in anti-money laundering-related positions within senior management, business departments, business support departments, and branches into the appraisal scope, with refined and differentiated specialized appraisal indicators formulated. Furthermore, the Company simultaneously established an anti-money laundering reward and punishment mechanism, specifying scenarios for rewards and punishment, improving the methods of punishment, accountability and rewards, and effectively integrating such mechanism with the Company's accountability system.
Fifthly, the Company continued its anti-money laundering publicity and training. Targeted anti-money laundering training was organized at different levels for different trainees, continuously enhancing the effectiveness of anti-money laundering training. The Company organized a series of anti-money laundering publicity activities under the theme of "National Anti-Money Laundering to Safeguard New Life", holding a total of 204 on-site promotional events reaching over 13 thousand participants. A total of 169 anti-money laundering-themed graphics, posters, and short videos were published across various platforms, garnering over 33 thousand total reads and views. This vigorously promoted the implementation of the new "Anti-Money Laundering Law" and further cultivated an atmosphere of money laundering risk management with full participation.
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(6) Technology risk
Technology risks refer to adverse situations arising from the use of computer hardware, software, networks, and other systems during the Company's business operations involving information technology. These include programming errors, system downtime, software defects, operational mistakes, hardware failures, capacity insufficiency, network vulnerabilities, and data leakage. In addition to technical defects and vulnerabilities, such risks encompass also all aspects of information security management, including system construction, system operation and maintenance, and information security assurance.
The Company fully recognizes the importance of managing and controlling information technology risks for protecting its information assets, ensuring business continuity, and maintaining information security. In terms of information technology governance, the Company has established an IT governance system with "Information Technology Governance" as its top-level design, clarifying governance objectives, organizational structure, and mechanisms. The Information Technology Governance Committee is responsible for formulating and reviewing IT governance objectives, development plans, annual budgets, as well as the initiation, investment, priority assessment of major IT projects, and assessment of major matters. Supporting management processes and operational rules have been formulated, including the "Management Measures for Computer Information System Software of Orient Securities Company Limited", the "Software Project Management Specifications of Orient Securities Company Limited", and the "Rules for the Management of Headquarters Engineering Projects for System Operation of Orient Securities Company Limited". This forms a governance system covering guidance, standardization, and practical implementation. To enhance the level of refinement in architecture management, the Company has drafted the "Grading Standard Specifications for IT System Architecture Management of Orient Securities Company Limited", aiming to address the lack of system grading standards and insufficient detailed management in architecture. To regulate the research and development, application, and management of artificial intelligence technology of the Company, and ensure the safety, compliance and controllability of technology application, the Company has drafted the "Management Measures for Artificial Intelligence Technologies of Orient Securities Company Limited" to prevent technology and ethical risks and promote the safe and reliable application of AI. Meanwhile, in response to the strategic requirements of group management, specialized operations, and penetrating management, the "List of Subsidiary Management" has been newly added and incorporated into the information technology governance framework to strengthen group-level management.
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In terms of data security management, the Company has established an institutional framework centered on the Data Governance Measures of Orient Securities Company Limited, clarifying governance principles, organizational responsibilities and issue-handling mechanisms. Supporting specialized systems covering data security, data quality and data standards have been formulated to ensure effective implementation from principles to operations. The Company revised Data Security Management Specifications of Orient Securities Company Limited, incorporating requirements such as data minimization principle and protection of personal information rights. Meanwhile, the Company revised Guidelines for Management of Data Desensitization Plan of Orient Securities Company Limited, clarifying the division of responsibilities, the scope of application and the accountability mechanism, for data desensitization, to enhance the standardization and implementation effect of data desensitization management. According to the requirements of Shenergy Group, the Company conducted confidentiality self-inspections and rectifications. Relevant improvements include adding prominent labels on the login interfaces of office and email systems, adding uploaded attachment with a prominent sign of prohibiting the processing of state secrets, as well as integrating confidentiality clause in contract templates to clarify that contracts are managed as work secrets. The Company continuously improved the client privacy policy, actively carried out security certifications, and strengthened the protection of clients' personal information. Furthermore, the Company revised Guidelines for Cross-Border Data Management of Orient Securities Company Limited, specifying the scope and implementation methods of cross-border data. The Company also has implemented the organizational mechanisms and implementation pathways for cross-border data and personal information impact assessments in accordance with the Compliance Guidelines for Promoting and Regulating Cross-Border Data in the Financial Industry (《促進和規範金融業數據跨境流動合規指南》) and the Personal Information Protection Law (《個人信息保護法》).
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In terms of system operation and maintenance, cybersecurity, and emergency management, the Company has obtained ISO20000 and ISO27001 certifications, and established a relatively complete operation and maintenance service management system as well as an information security management system. The Company has deployed multiple supporting operation and maintenance tool systems, covering monitoring, process control, automated operations and control, configuration management, intelligent analysis and visualization, which comprehensively enhance its integrated digital and intelligent operation management capabilities, thus ensuring the smooth development of the Company's business. In the field of network and information security, the Company has established an overall security infrastructure framework, security management and security training systems, and security operations, data security, and development security platforms. Guided by the principle of "stable infrastructure, refined systems, and robust platforms," the Company continuously promoted cybersecurity capabilities through normalized security operations and index-based management, ensuring the overall stable and controllable operation. This approach has enhanced both the efficiency and quality of security operations. The Company conducted regular emergency drills to evaluate the scientific validity and practicality of contingency plans and strengthen cross-departmental and cross-hierarchical collaboration capabilities, thereby improving employees' emergency response skills and emergency treatment capabilities.
In daily operations, the system access rights are strictly configured in accordance with established procedures to ensure proper approval, documentation, and traceability. The Company conducts annual supplier evaluations and implements detailed management guidelines to enforce comprehensive risk management for outsourced personnel throughout the process. The compliance, risk control, and internal audit departments conduct annual inspections, assessments, or audits for the IT management function, with a third-party audit firm performing a dedicated IT management audit every three years. Identified issues from internal and external inspections and audits are assigned to designated personnel for remediation to mitigate risks.
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(7) Reputational risk
Reputation risk mainly refers to the risk that due to the Company's operation or external events, and the violation of honest practice requirements, professional ethics, business norms, industry rules and regulations and other related behaviours by the staff, resulting in negative reviews of the Company by investors, issuers, regulatory authorities, self-regulatory organisations, the general public and the media, thereby damaging the brand value, adversely affecting the normal operation of the Company, and even affecting market stability and social stability.
During the Reporting Period, the Company's reputation risk management measures are mainly reflected in the following aspects:
(1) In order to further strengthen the Company's reputation risk management, improve the comprehensive risk management system, effectively prevent ethical risk among employees, and truly maintain the good image of the securities industry and the stable operation of the capital market, and in light of the actual situation of the Company, the Measures for the Management of Reputation Risks of Orient Securities Company Limited (東方證券股份有限公司聲譽風險管理辦法) was revised.
(2) The Company has strengthened supervision on public sentiment by introducing AI-powered disambiguation capabilities, significantly enhancing the accuracy and efficiency of sentiment monitoring. Through natural language processing technology, the monitoring system is able to more precisely identify and analyze information in complex contextual scenarios. For self-media platforms, the system has been upgraded with image OCR function to effectively recognize text information against complex backgrounds, thereby expanding the monitoring scope and strengthening capabilities for capturing multi-channel and multi-category information.
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(3) By focusing on "rapid response, precise communication, and collaborative efficiency", the Company continuously optimizes the full-process mechanism for public sentiment handling to enhance the professionalism and timeliness of response. The Company has established a six-in-one incident handling mechanism for monitoring, reporting, response, information dissemination, evaluation and improvement, and external reporting. Through the perfect public sentiment reporting mechanism, the Company effectively carries out early warning, prevention and control of reputational risk, manages reputational risk, and incorporates reputational risk management into the Company's internal audit scope.
(4) Establishing a comprehensive system for reporting public sentiment. By writing and submitting reports such as briefings on public sentiment, the Company ensures that the Board and the management are aware of the level of reputational risk of the Company in a timely manner. For unexpected sensitive public sentiment, a special report on the analysis of public sentiment will be prepared and sent to the leaders and relevant departments of the Company in a timely manner.
(5) The reputation of staff members is incorporated into the human resources management system, and in the process of staff recruitment and subsequent staff management, appraisal and promotion, the Company will examine and assess the historical reputation of staff members and use it as an important basis for judgement.
2. Overall implementation of risk management
The Company has always upheld the risk management concept of "high-quality development", and has established a comprehensive risk management system involving the Board, the management and all staff to ensure "closed-loop processes, optimized mechanisms, and long-term prevention and control", effectively managing various risks such as liquidity risk, market risk, credit risk, operational risk, reputation risk, compliance risk, money laundering risk, and technical risk. It comprehensively covers key links such as accurate identification, prudent assessment, dynamic monitoring, timely reporting and proper response.
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The Company has established a clear and rational risk management organizational structure. The Company has set up the strict and effective comprehensive risk management featuring “three defenses” consisting of various business departments, branches and subsidiaries, relevant functional management departments and risk supervision and management departments, which clarifies the division of responsibilities for risk management among the Board, the audit committee of the Board, management, various departments, branches and various subsidiaries and functional departments to ensure the effective operation of the risk management system.
The Company attaches great importance to the development of risk management systems and limit frameworks. Based on the Basic Management System for Comprehensive Risk Management of Orient Securities Company Limited, the Company has formulated special risk management systems covering market risk, credit risk, liquidity risk, operational risk, reputational risk and other areas, and embedded risk management requirements into various business regulations. By refining operational procedures and implementation rules, the Company fully and deeply implements checks, balances and restraint mechanisms to ensure the effective implementation of control requirements. Meanwhile, the Company has established a scientific and rigorous risk appetite, risk tolerance and risk limit system. It measures and formulates limit plans annually based on the macro market environment, the Company’s strategic planning and asset-liability allocation, and dynamically adjusts them in line with business development and risk changes to ensure that risk limits are consistent with the Company’s risk-bearing capacity.
The Company has established and improved a full-chain risk management mechanism of “identification – assessment – monitoring – response – reporting”, adopting a combination of qualitative and quantitative risk measurement methods to enhance professional and digital management and control capabilities, and effectively prevent major risks. Qualitatively, the Company strictly implements a pre-event risk review mechanism, strengthens compliance and risk control review of new businesses and new products, and conducts dynamic monitoring and strict control over key risk links of businesses to ensure the smooth launch and operation of various innovative businesses. Quantitatively, the Company regularly assesses its risk profile and risk-bearing capacity through sensitivity analysis, stress testing and other tools. To ensure timely, accurate and complete transmission of risk information, the Company has established a smooth risk information communication mechanism, and promoted the development and upgrading of a unified risk control platform, a dynamic monitoring system for risk control indicators and various professional risk management information systems, strengthening the in-depth application of information technology in risk management to provide data and decision support for risk response.
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The Company deeply integrates industry culture development requirements, actively promotes the coordinated development of risk management culture with corporate culture, Party building and integrity construction, strengthens risk awareness among all employees in an all-round way, and intensifies the training and development of risk management personnel to ensure that the allocation of risk management personnel meets regulatory and business development needs. Meanwhile, the Company has established a closed-loop management mechanism featuring "linkage between risk and performance, equal emphasis on accountability and investigation", integrating risk management effectiveness into the performance appraisal system of departments, subsidiaries and employees, clarifying risk performance appraisal standards, strengthening accountability, and consolidating the foundation of risk management culture.
The Company incorporates subsidiaries into its comprehensive risk management system and implements penetrating, vertical and integrated management and control. It strengthens overall guidance on risk management of subsidiaries from the dimensions of corporate governance, transmission of risk appetite, control of risk indicators, review of new businesses, management of major matters, risk reporting and performance evaluation. Meanwhile, the Company urges subsidiaries to improve their own risk management organizational structure, systems and processes, information technology systems and risk control indicator systems under the Company's overall risk appetite and institutional framework, so as to ensure the consistency and effectiveness of the comprehensive risk management system.
3. Investment in information technology
The Company attaches great importance to the construction of compliance risk management information system, and has established a proactive and effective comprehensive risk management system. The Company continuously improves the compliance risk management system to constantly enhance the compliance risk management level and ensure legality and compliance of business operations. The Company's compliance risk control investment mainly includes the procurement and development expenditures of compliance risk control related systems, the daily operation expenses of the compliance risk control department, and the compliance risk control staff investment. During the Reporting Period, the total compliance control investment was RMB301 million.
The Company has comprehensively strengthened the efforts of digital transformation, accelerated the creation of a digital and intelligent technological driving force, promoted the high integration of business and technology, and enhanced the empowerment of digital business. The Company's information technology investment (based on the information system construction investment indicators of securities companies) mainly includes: IT investment, depreciation and amortization expenses of fixed assets and intangible assets, IT daily operating expenses, computer room rental or depreciation expenses, IT line leasing, IT independent R&D expenses and IT staff investment. During the Reporting Period, the Company's IT investment totaled RMB963 million.
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(v) Others
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Pre-emptive rights According to the PRC laws and the Articles of Association, none of the shareholders of the Company has any pre-emptive rights.
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Sufficient public float As at the latest practicable date prior to the printing of this report, based on the information available to the public and as far as the Directors are aware, the Directors believe that the public float of the Company during the Reporting Period satisfies the public float requirement under the Hong Kong Listing Rules. Since January 1, 2026, the Company's H shares listed on the Hong Kong Stock Exchange and held by the public represent not less than 5% of the total number of issued shares of the Company (excluding treasury shares).
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Directors' interests in the business competing with the Company During the Reporting Period, Mr. Shi Lei, a non-executive Director of the Company, has been a non-executive director of Haitong Securities Co., Ltd. during the Reporting Period. As Haitong Securities Co., Ltd. and the Company are both securities companies, Haitong Securities Co., Ltd. has engaged or may engage in businesses that directly or indirectly compete with certain businesses of the Company. As at the end of the Reporting Period, Guotai Junan Securities Co., Ltd. has completed the absorption merger of Haitong Securities Co., Ltd., and Mr. Shi Lei has ceased to serve as a director of Haitong Securities Co., Ltd.. Save as disclosed above, none of the Company's Directors has any interest in the business which competes or is likely to compete, either directly or indirectly, with the Company's business.
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Service contracts of Directors None of the Company's Directors has entered into any service contract with the Company or its subsidiaries which is not determinable within one year without payment of any compensation (other than statutory compensation).
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Directors' interests in major transactions, arrangements and contracts During the Reporting Period, the Directors of the Company or entities relating to the Directors did not have any material interests, whether directly or indirectly, in any major transactions, arrangements and contracts entered into by the Company or its subsidiaries.
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6. Share option scheme
The Company did not set any share option scheme.
7. Major clients and suppliers
The Company serves a diverse base of institutional and retail clients across a spectrum of industrial sectors. The Company's clients range from large state-owned enterprises, multinational corporations and small and medium enterprises clients to high net worth individuals and retail clients. Its clients are primarily located in the PRC. The improving overseas network layout will help the Company provide overseas services and expand its clients' source. In 2025, the percentage of the revenue attributable to the five largest clients of the Company did not exceed 5% of the Group's total revenue.
The Company has no major suppliers given the nature of its business.
8. Relationship with employees, customers and suppliers and persons who are materially related
For the details of the remuneration and training plans of employees of the Company, please refer to "Section IV, VII. Information on the Staff of the Parent Company and Major Subsidiaries as at the end of the Reporting Period" of this report. For the relationships between the Company and its major customers and suppliers, please refer to "Section III, VI, (v), 7. Major clients and suppliers" of this report.
9. Proposal on profit distribution
For the proposal on profit distribution of the Company, please refer to "Section IV, VIII. Proposal on Profit Distribution or on Transfer of Capital Reserve Fund into Share Capital" of this report.
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10. Tax relief
(1) Holders of A Shares
Pursuant to the provisions under the Circular on Relevant Issues Concerning Differentiated Individual Income Tax Policies for Dividends of Listed Companies (Cai Shui [2015] No. 101) («關於上市公司股息紅利差別化個人所得稅政策有關問題的通知》(財稅[2015]101號)) and the Circular on Relevant Issues Concerning Implementation of Differentiated Individual Income Tax Policies for Dividends of Listed Companies (Cai Shui [2012] No. 85) («關於實施上市公司股息紅利差別化個人所得稅政策有關問題的通知》(財稅[2012]85號)) issued by the Ministry of Finance of the PRC, the State Administration of Taxation and the CSRC, for individual shareholders of the Company who hold shares for a period (from the date of an individual’s acquisition of the shares of a listed company from the public offering and the secondary market to the date prior to the date of transfer and settlement of such shares) of within one month (including one month), their dividends and bonus incomes are fully included in taxable income (effective tax rate is 20%); for those who hold shares for a period of over one month to one year (including one year), 50% of their dividends and bonus incomes are temporarily included in taxable income (effective tax rate is 10%); for those who hold shares for a period of over one year, their dividends and bonus incomes are temporarily exempt from income tax. When distributing dividends and bonuses, the listed company temporarily withholds no individual income tax for its individual holders who hold shares for a period of within one year (including one year). When an individual transfers his/her shares, the securities depository and clearing company calculates the actual taxable income according to his/her period for holding shares, and the company withholds tax otherwise through the securities depository and clearing company. For the dividends and bonus incomes obtained by a securities investment fund from a listed company, individual income tax thereof is levied in accordance with the requirements of Cai Shui [2012] No. 85.
For Qualified Foreign Institutional Investors ("QFII"), listed companies are required to uniformly withhold and pay enterprise income tax at a rate of 10% pursuant to the provisions under the Notice on the Relevant Issues Concerning the Withholding and Payment of Enterprise Income Tax Relating to the Payment of Dividends, Bonus and Interest by PRC Resident Enterprises to QFII (Guo Shui Han [2009] No. 47) («關於中國居民企業向 QFII 支付股息、紅利、利息代扣代繳企業所得稅有關問題的通知》(國稅函 2009[47]號)) issued by the State Administration of Taxation. If the QFII shareholder intends to claim the preferential treatment as stipulated in tax treaties (arrangements) for his dividend and bonus incomes, application for tax refund can be submitted to the competent tax authority after obtaining such dividends and bonuses in accordance with the regulations.
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Pursuant to the provisions under the Notice on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong Stock Market Connect (Cai Shui [2014] No. 81) (《關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2014]81號)) issued by the Ministry of Finance of the PRC, the State Administration of Taxation and the CSRC, for dividends and bonus incomes obtained by investors (including enterprises and individuals) in the Hong Kong market from investing in A Shares listed on the SSE, the implementation of differentiated tax policies based on period of shareholding are suspended before Hong Kong Securities Clearing Co., Ltd. meets the conditions of providing identification, term of shareholding and other specific data of investors, and the income taxes thereof are withheld and paid by the listed company at the rate of 10%, which should be duly declared to the competent tax authority. For Hong Kong investors who are tax residents from another country and that country has entered into a tax treaty with the PRC stipulating a tax rate of lower than 10% for the dividends, those enterprises or individuals may by themselves, or may entrust a withholding agent on their behalf to, apply to the competent tax authority of the listed company for the treatment as stipulated in such tax treaties. Upon the verification and approval by the competent tax authority, taxes shall be refunded based on the discrepancy between the levied taxes and the taxes payable pursuant to the tax treaty.
For institutional investors, the taxes on their dividends and bonus incomes shall be paid by themselves.
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Section III REPORT OF THE BOARD
(2) Holders of H Shares
Pursuant to the provisions under the Notice on Issues Concerning Individual Income Tax Collection and Management after the Repeal of Guo Shui Fa [1993] No. 045 (Guo Shui Han [2011] No. 348) («國家稅務總局關於國稅發[1993]045號文件廢止後有關個人所得稅徵管問題的通知》(國稅函[2011]348號)) issued by the State Administration of Taxation, the dividends and bonus incomes received by the overseas resident individual shareholders from the stocks issued by domestic non-foreign invested enterprises in Hong Kong are subject to the individual income tax according to the items of "interests, dividends and bonus incomes", which shall be withheld by the withholding agents according to the relevant laws. The overseas resident individual shareholders who hold the stocks issued by domestic non-foreign invested enterprises in Hong Kong are entitled to the relevant preferential tax treatment pursuant to the provisions under the tax treaties signed between the countries where they are residents and China as well as the tax arrangements between Mainland and Hong Kong (Macau). The tax rate for dividends under the relevant tax treaties and tax arrangements is generally 10%, and for the purpose of simplifying tax administration, domestic non-foreign invested enterprises issuing stocks in Hong Kong may, when distributing dividends and bonuses, generally withhold individual income tax at the rate of 10%, and are not obligated to file an application. If the tax rate for dividends is not equal to 10%, the following provisions shall apply: 1) for citizens from countries under treaties to be entitled to tax rates lower than 10%, the withholding agents will file applications on their behalf to seek entitlement of the relevant agreed preferential treatments, and upon approval by the competent tax authority, the excess tax amounts withheld will be refunded; 2) for citizens from countries under treaties to be entitled to tax rates higher than 10% but lower than 20%, the withholding agents will withhold the individual income tax at the agreed-upon effective tax rate when distributing dividends and bonuses, and are not obligated to file an application; 3) for citizens from countries without tax treaties or under other situations, the withholding agents will withhold the individual income tax at a tax rate of 20% when distributing dividends and bonuses.
Pursuant to the provisions under the Notice on the Issues Concerning Withholding the Enterprise Income Tax on the Dividends Paid by PRC Resident Enterprises to H Shareholders of Overseas Non-resident Enterprises (Guo Shui Han [2008] No. 897) («關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》(國稅函[2008]897號)) issued by the State Administration of Taxation, a PRC resident enterprise, when distributing dividends for 2008 and for the years afterwards to H shareholders of the overseas non-resident enterprises, shall be subject to the enterprise income tax withheld at a uniform rate of 10%.
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
Pursuant to the provisions under the Notice on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong Stock Market Connect (Cai Shui [2014] No. 81) (《關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2014]81號)) issued by the Ministry of Finance of the PRC, the State Administration of Taxation and the CSRC, for dividends and bonuses obtained by Mainland individual investors from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, such H shares companies shall withhold individual income tax at the rate of 20%. For the dividends and bonus incomes obtained by Mainland securities investment funds by investing in stocks listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, the individual income tax will be levied pursuant to the provisions mentioned above. For the dividends and bonus incomes obtained by Mainland enterprise investors from investing in stocks listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, such H shares companies shall not withhold and pay any income taxes on the dividends and bonus incomes, and those enterprise investors shall report and pay the relevant tax themselves. Meanwhile, for the dividends and bonus incomes obtained by Mainland resident enterprises from holding relevant H shares for consecutive 12 months, the enterprise income taxes shall be exempted according to laws.
Pursuant to the provisions under the Notice on the Tax Policies for Shenzhen-Hong Kong Stock Connect Pilot Program (Cai Shui [2016] No. 127) (《關於深港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2016]127號)) issued by the Ministry of Finance of the PRC, the State Administration of Taxation and the CSRC, for dividends received by domestic individual investors from investing in H shares listed on Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect, the company of such H shares shall withhold and pay individual income tax at the rate of 20% on their behalf. For dividends received by mainland securities investment funds from investing in shares listed on Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect, the tax payable shall be the same as that for individual investors; and for domestic corporate investors, the company of such H shares shall not withhold and pay the income tax on their behalf and the domestic corporate investors shall report and pay the relevant tax themselves.
Shareholders of the Company are recommended to consult their taxation advisors regarding tax implications arising from their holding and disposal of shares of the Company in the PRC, Hong Kong and other countries (regions).
Annual Report 2025 DFZQ
Section III REPORT OF THE BOARD
11. Contract of significance
During the Reporting Period, the Company did not have any controlling shareholder and there is neither any contract of significance between the Company or any of its subsidiaries, and a controlling shareholder or any of its subsidiaries, nor any contract of significance for the provision of services to the Company or any of its subsidiaries by a controlling shareholder or any of its subsidiaries (as defined in Appendix D2 to the Hong Kong Listing Rules).
12. Management contract
During the Reporting Period, no contracts were entered into and subsisting (other than the service contracts with any Director or Supervisor or any of the full-time employee of the Company), and pursuant to which, the management and administration of the whole or any substantial part of the business of the Company were undertaken by any individual, firm or body corporate.
13. Permitted indemnity provision
A permitted indemnity provision for the benefit of the Directors is currently in force and was in force throughout the Reporting Period. The Company has arranged appropriate insurance coverage for potential legal actions and liabilities of the Directors and the senior management.
14. Equity-linked agreement
No equity-linked agreements were entered into by the Company or subsisted during the Reporting Period.
15. Review of annual results
The Audit Committee of the Board of the Company has reviewed the audited annual financial statements and annual report of the Company for the year ended December 31, 2025, and did not raise any objection to the accounting policies and practices adopted by the Company.
16. Directors and senior management
For details of the composition and changes of Directors and senior management of the Company during the Reporting Period, please refer to "Section IV, III. Directors and Senior Management" in this report.
Annual Report 2025 DFZQ
Annual Report 2025 DFZQ 115
Section III REPORT OF THE BOARD
17. Compliance with relevant laws and regulations
The Board is of the view that, the Company conducted its business activities and made relevant decisions in strict compliance with the Company Law, the Securities Law, the Regulations Governing the Supervision and Administration of Securities Companies, the Code of Governance for Securities Companies, the Code of Governance for Listed Companies, the Corporate Governance Code and other relevant laws and regulations as well as the Articles of Association. The Company is not aware of any violation of laws, regulations and the Articles of Association by its Directors and senior management in the performance of their duties or damage to the interests of the Company and its shareholders. For details of penalties imposed on the Company during the Reporting Period, please refer to "Section V, X. Violation of laws and regulations by, punishment on and rectification of the listed company and its directors, senior management, controlling shareholders and de facto controller" in this report.
18. Share capital and equity and debt issuance
For the Company's share capital and share and debenture issuance as of December 31, 2025, please refer to "Section VI. Changes in Shares and Information on Shareholders" and "Section VII. Information on Bonds" in this report.
19. Subsequent events
Other than those disclosed in this report, the Company had no other material events subsequent to the financial year-end date and up to the date of this report.
VIII. THE COMPANY FAILED TO DISCLOSE INFORMATION ACCORDING TO THE STANDARDS DUE TO SPECIAL REASONS, E.G. NON-APPLICABILITY TO THE STANDARDS OR STATE SECRETS AND TRADE SECRETS AND THE DESCRIPTION OF RELEVANT REASONS
The Company belongs to the financial securities industry, proprietary securities investment one of the is the main business of the Company, the relevant securities position involves commercial confidentiality, and the Company has already disclosed the overall situation of proprietary securities investment in the relevant section, therefore, it has not disclosed the details in the standard format.
By order of the Board
Zhou Lei
Chairman
Section IV Corporate Governance, Environment and Society
I. RELEVANT DESCRIPTION OF CORPORATE GOVERNANCE
(i) Corporate governance
In strict compliance with the requirements under the Company Law, the Securities Law, the Regulations on Supervision and Administration of Securities Companies, the Rules for Governance of Securities Companies, the Code of Corporate Governance for Listed Companies, the Corporate Governance Code and other relevant laws and regulations and regulatory documents in the places where the shares of the Company are listed as well as the Articles of Association, and in order to establish a modern corporate system, the Company, as a public company listed in both Mainland China and Hong Kong, has strengthened and refined its corporate governance structure, compliance and risk control system and internal control management system, and shaped a corporate governance structure of a listed company where the general meeting, the Board and the management perform their own functions and responsibilities corresponding to their respective positions in a collaborative manner with effective check and balance, thereby ensuring the prudent and standardized operations of the Company as well as a scientific, standardized and transparent corporate governance. The procedures for convening and holding the Company's general meeting, Board meetings and the voting mechanisms with respect thereto are legitimate and valid, with the information disclosed in a true, accurate, complete, timely and fair manner.
During the Reporting Period, in response to the requirements of the Supervisory Committee reform, and in accordance with the new Company Law, the Guidelines for the Articles of Association of Listed Companies, the Listing Rules of the Shanghai Stock Exchange, and other relevant regulations, the Company systematically reviewed and revised 21 internal rules and regulations. These include the Articles of Association and its appendices, the Working Rules of the Special Committees of the Board of Directors, the Management Method for the Raising and Use of Proceeds, the Method for the Management of Connected Transactions, the Method for the Management of External Guarantees, the Independent Director System, the Working Rules of the Board Secretary, the Management Method for the Holding and Changes of Shares in the Company by Directors and Senior Executives, the Method for the Management of Information Disclosure Affairs, the Measures for the Registration and Confidentiality Management of Insider Information, and the Method for the Management of Investor Relations. These revisions were reviewed and approved by the Board of Directors or the general meeting of the Company, ensuring a cohesive alignment between the corporate governance-related systems and the Supervisory Committee reform. During the Reporting Period, approved by the general meeting, the Company abolished its Supervisory Committee and mandated the Audit Committee to exercise the functions and powers of the Supervisory Committee as stipulated in the Company Law. Through the continuous improvement and implementation of the above systems and mechanisms, the corporate governance structure has been constantly standardized and the level of corporate governance has been constantly improved. During the Reporting Period, the Company strictly complied with all provisions under Part 2 of the Corporate Governance Code and met requirements for most recommended best practices specified in the Corporate Governance Code.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
During the Reporting Period, the Company was honoured the Best Practice Cases in the three Best Practice Initiatives for the Board of Directors, Office of the Board of Directors, and Sustainable Development of 2025 organised by the China Association for Public Companies. The Company's Board Secretary was awarded the 5A-rated Board Secretary Performance Evaluation by the China Association for Public Companies for the fourth consecutive year. In addition, due to its outstanding ESG governance practices, the Company's MSCI ESG Rating in 2025 was upgraded from AA to the highest global peer rating of AAA. This is the highest rating among Chinese securities firms that have publicly disclosed ratings to date, and it positions the Company as one of only three securities firms with AAA rating in Chinese mainland.
During the Reporting Period, the Company convened 31 meetings in total, including 2 general meetings, 9 meetings of the Board, 2 meetings of the Strategy and Sustainable Development Committee, 8 meetings of the Compliance and Risk Management Committee, 3 meetings of the Remuneration and Nomination Committee and 6 meetings of the Audit Committee under the Board, and 1 special meeting of the independent Directors.
(ii) Formulation and implementation of insider registration and management system
During the Reporting Period, the Company made more efforts to maintain the confidentiality of insider information, performed its obligation of insider registration, management and confidentiality diligently, kept records of the names of insiders who had accessed the insider information at the stage of negotiation, planning, demonstration and consultation and contracting as well as in the processes of reporting, delivery, preparation, auditing, resolution and disclosing before its final disclosure in strict compliance with all requirements relating to the procedures and internal control measures of handling and publishing of insider information prescribed in the System regarding Insider Registration, Management and Confidentiality (《內幕信息知情人登記管理及保密制度》), and kept records of information relating to insiders and memos of progress of major events, in order to effectively prevent insider trading and properly carry out information disclosure.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
(iii) Corporate governance policies and the Board’s duties in respect of corporate governance
The Company is in strict compliance with the Hong Kong Listing Rules and takes all the principles set out in the Corporate Governance Code as its corporate governance policies. In respect of the corporate governance function, the terms of reference of the Board include:
- to develop and review the corporate governance policies and practices of the Company;
- to review and monitor the training and continuous professional development of the Directors and senior management;
- to review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements;
- to develop, review and monitor the Company’s code of conduct and compliance manual (if any) applicable to employees and Directors; and
- to review the Company’s compliance with the Corporate Governance Code and its disclosures in the Corporate Governance Report.
No significant discrepancies exist between corporate governance and the laws, administrative regulations and the requirements of the CSRC on governance of listed companies.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
II. SPECIFIC MEASURES TAKEN BY THE COMPANY'S CONTROLLING SHAREHOLDER AND DE FACTO CONTROLLER TO ENSURE THE INDEPENDENCE OF ASSETS, STAFF, FINANCE, INSTITUTIONS AND BUSINESS OF THE COMPANY, AND SOLUTIONS ADOPTED TO ENSURE THE COMPANY'S INDEPENDENCE, WORK PROGRESS AND FOLLOW-UP WORK PLANS
The Company has no controlling shareholder. As at the end of the Reporting Period, Shenergy Group, the largest shareholder of the Company, held 26.63% of its shares. The Company is completely independent from its shareholders in business, staff, assets, institutions, finance, etc. The Board and various functional departments of the Company all function independently with independent and complete business and selfstanding operating capability.
(i) Business independence
Pursuant to the regulations under the Company Law and the Articles of Association, and under independent operations within the scope of business as approved by the CSRC, the Company has obtained relevant permits for operations of securities business, by which it shaped its independent and complete business system with the ability to conduct independent operations. Therefore, its business operation is not controlled or influenced by shareholders or related parties. Instead, the Company is able to participate in market competition independently. There is no activity of any shareholder or any related party in violation of the Company's operational procedures or in interference with the Company's internal management and operational decision making.
(ii) Staff independence
The Company has set a special human resources management department, with an independent and complete labor, personnel and salary administration system. The Company appointed Directors and senior management through statutory procedures. None of its senior management holds any position other than positions of Director or Supervisor at any shareholders or any of its associates or subsidiaries, nor do they hold any positions in any enterprises that have the same or similar business as that of the Company. There is no occasion where the Company's shareholders act beyond their authority as delegated by the general meeting and the Board to appoint or dismiss Directors or senior management of the Company. Appointment of Directors and senior management strictly complies with the Company Law, the Securities Law and the Articles of Association, and is conducted in lawful procedures. The Company has established a complete labor employment, personnel administration, payroll management and social security system, and all employees have signed labor contracts with the Company according to the laws. The Company has the independent right to sign labor contracts without interference of any shareholders.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
(iii) Assets independence
The Company operates independent and complete assets which are necessary to conduct securities business. There is no occasion where any shareholders or related parties occupy the Company's assets or infringe the lawful rights of the Company, other shareholders or clients of the Company. The Company operates and manages its assets independently according to the laws and has business licenses, properties, operating equipment and trademarks necessary to conduct business.
(iv) Institutional independence
The Company has established a solid corporate governance structure. It operates general meeting, the Board, management and relevant management departments, with all divisions accountable for their own responsibilities. The Company has an independent and complete securities operation and management system to independently conduct business operation, and its structure and operation of organizations comply with the relevant requirements of the CSRC. The existing offices and premises are separate from its shareholders, and there is no mix of corporate structure or direct interference against operation of the Company by any shareholders.
(v) Financial independence
The Company has set up a dedicated financial department, with dedicated financial accounting system and financial management system. The Company makes financial decisions in accordance with decision-making procedures, and there is no occasion where any shareholders or related parties interfere with the Company's use of funds. The chief financial officer of the Company is appointed by the Board and works with dedicated financial officers to operate separate bank accounts. There is no occasion where any shareholders or related parties share any bank accounts with the Company. As an independent taxpayer, the Company pays various taxes according to requirements of the financial and taxation systems.
There is no occasion where the controlling shareholders, de facto controllers and other entities under their control are engaged in the same or similar business as those of the Company, and the Company is not impacted by any horizontal competition or significant changes in horizontal competition.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
III. DIRECTORS AND SENIOR MANAGEMENT
(i) Changes in shareholding and remunerations of current and resigned Directors and senior management during the Reporting Period
Unit: share(s)
| Name | Position | Gender | Year of birth | Commencement date of the term of office | Expiry date of the term of office | Shares held at the beginning of the year | Shares held at the end of the year | Change in shareholding during the year | Reasons for changes | Total pre-tax remuneration received from the Company during the Reporting Period (RMB'0,000) | Whether received remuneration from any related party of the Company or not |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Zhou Lei | CPC Party Committee secretary | Male | 1978 | February 24, 2026 | - | - | - | - | - | - | Yes |
| Chairman | March 20, 2026 | To the expiration of term of office | |||||||||
| Executive Director | March 20, 2026 | To the expiration of term of office | |||||||||
| Lu Weiming | Deputy CPC Party Committee secretary | Male | 1971 | February 24, 2026 | - | - | - | - | - | - | Yes |
| Acting chairman | December 8, 2025 | March 20, 2026 | |||||||||
| Vice chairman | December 23, 2024 | To the expiration of term of office | |||||||||
| Executive Director | June 30,2022 | To the expiration of term of office | |||||||||
| Lu Dayin | Deputy CPC Party Committee secretary | Male | 1972 | December 19, 2024 | - | - | - | - | - | 129.00 | No |
| Executive Director | November 22, 2024 | To the expiration of term of office | |||||||||
| Vice president (in charge of affairs) | December 23, 2024 | To the expiration of term of office |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Name | Position | Gender | Year of birth | Commencement date of the term of office | Expiry date of the term of office | Shares held at the beginning of the year | Shares held at the end of the year | Change in shareholding during the year | Reasons for changes | Total pre-tax remuneration received from the Company during the Reporting Period (RMB'0,000) | Whether received remuneration from any related party of the Company or not |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Liu Wei | Non-executive Director | Male | 1973 | October 24, 2025 | To the expiration of term of office | - | - | - | - | - | Yes |
| Yang Bo | Non-executive Director | Male | 1974 | November 22, 2024 | To the expiration of term of office | - | - | - | - | - | Yes |
| Shi Lei | Non-executive Director | Male | 1982 | November 22, 2024 | To the expiration of term of office | - | - | - | - | - | No |
| Li Yun | Non-executive Director | Female | 1964 | August 18, 2023 | To the expiration of term of office | - | - | - | - | - | Yes |
| Xu Yongmiao | Non-executive Director | Male | 1977 | November 22, 2024 | To the expiration of term of office | - | - | - | - | - | Yes |
| Ren Zhixiang | Non-executive Director | Male | 1969 | March 5, 2021 | To the expiration of term of office | - | - | - | - | - | Yes |
| Wu Hong | Independent non-executive Director | Male | 1956 | December 8, 2020 | To the expiration of term of office | - | - | - | - | 22.50 | No |
| Feng Xingdong | Independent non-executive Director | Male | 1977 | December 8, 2020 | To the expiration of term of office | - | - | - | - | 18.33 | No |
| Luo Xinyu | Independent non-executive Director | Male | 1974 | May 13, 2021 | To the expiration of term of office | - | - | - | - | 18.33 | No |
| Chan Hon | Independent non-executive Director | Male | 1960 | November 8, 2022 | To the expiration of term of office | - | - | - | - | 18.33 | No |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Name | Position | Gender | Year of birth | Commencement date of the term of office | Expiry date of the term of office | Shares held at the beginning of the year | Shares held at the end of the year | Change in shareholding during the year | Reasons for changes | Total pre-tax remuneration received from the Company during the Reporting Period (RMB'0,000) | Whether received remuneration from any related party of the Company or not |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Zhu Kai | Independent non-executive Director | Male | 1974 | October 30, 2023 | To the expiration of term of office | - | - | - | - | 22.50 | No |
| Sun Weidong | Employee Director | Male | 1968 | November 22, 2024 | To the expiration of term of office | - | - | - | - | 82.00 | No |
| Shu Hong | Vice president | Male | 1967 | April 16, 2014 | To the expiration of term of office | - | - | - | - | 129.00 | No |
| Chief financial officer | November 1, 2021 | To the expiration of term of office | |||||||||
| Zhang Jianhui | Vice president | Male | 1968 | July 24, 2015 | To the expiration of term of office | - | - | - | - | 129.00 | No |
| Chen Gang | Vice president | Male | 1976 | December 23, 2024 | To the expiration of term of office | - | - | - | - | 129.00 | No |
| Wu Zezhi | Vice president | Male | 1978 | December 23, 2024 | To the expiration of term of office | - | - | - | - | 126.88 | No |
| Jiang Helei | Chief risk officer | Male | 1974 | September 23, 2022 | To the expiration of term of office | - | - | - | - | 120.00 | No |
| Chief compliance officer | October 11, 2022 | To the expiration of term of office |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Name | Position | Gender | Year of birth | Commencement date of the term of office | Expiry date of the term of office | Shares held at the beginning of the year | Shares held at the end of the year | Change in shareholding during the year | Reasons for changes | Total pre-tax remuneration received from the Company during the Reporting Period (RMB'0,000) | Whether received remuneration from any related party of the Company or not |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Wang Rufu | Secretary to the Board | Male | 1973 | November 28, 2016 | To the expiration of term of office | - | - | - | - | 120.00 | No |
| Gong Dexiong (resigned) | Chairman | Male | 1969 | November 22, 2024 | December 8, 2025 | - | - | - | - | - | Yes |
| Executive Director | October 30, 2023 | December 8, 2025 | |||||||||
| Xie Weiqing (resigned) | Non-executive Director | Male | 1979 | November 22, 2024 | July 18, 2025 | - | - | - | - | - | Yes |
| Total | / | / | / | / | / | / | 1,064.87 | / |
Note:
- In July 2025, Mr. Xie Weiqing, a non-executive Director of the Company, tendered his resignation from his positions as non-executive Director and member of the Audit Committee of the Board due to work adjustment.
- In October 2025, upon consideration and approval at the 8th meeting of the sixth session of the Board and the 2025 first extraordinary general meeting of the Company, Mr. Liu Wei was elected as the non-executive Director of the sixth session of the Board, and member of the Audit Committee of the Board.
- In December 2025, Mr. Gong Dexiong, chairman and executive Director of the Company, tendered his resignation from his positions as chairman of the Company, executive Director, chairman of the Strategy and Sustainable Development Committee of the Board and member of the Remuneration and Nomination Committee of the Board due to work adjustment. Pursuant to the Articles of Association of the Company and other relevant provisions, prior to the appointment of the new chairman, Mr. Lu Weiming, deputy chairman of the Company, shall act as chairman and legal representative of the Company.
- In March 2026, upon consideration and approval at the 13th meeting of the sixth session of the Board and the 2026 first extraordinary general meeting of the Company, Mr. Zhou Lei was elected as the chairman of the sixth session of the Board, executive Director, chairman of the Strategy and Sustainable Development Committee of the Board and member of the Remuneration and Nomination Committee of the Board.
- The final remunerations of Directors and senior management who received remunerations from the Company during the Reporting Period are still in the process of being confirmed, and the remaining portion will be disclosed after confirmation.
- During the Reporting Period, the Company's Directors and senior management did not directly hold the Company's shares or options, and the Company did not implement any share incentive scheme.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Name | Primary working experience |
|---|---|
| Zhou Lei | Mr. Zhou Lei, born in 1978, is a member of the Communist Party of China, holds an Executive Master of Business Administration degree and is an economist. He currently serves as the secretary of the CPC Party Committee, chairman and executive Director of the Company, the deputy general manager of Shenergy (Group) Company Limited* (申能(集團)有限公司) and the director and general manager of Shenergy Investment Management Company Limited* (申能投資管理有限公司). From July 2000 to December 2003, he served as a salesman at the Investment Banking Department of Shanghai International Trust & Investment Co., Ltd.* (上海國際信託投資有限公司); from December 2003 to December 2008, he served as project manager and manager in the Financing Arrangement Department of Shanghai International Group Asset Operation Co., Ltd.* (上海國際集團資產經營有限公司); from December 2008 to August 2010, he successively served as general manager and deputy director of the Financing Arrangement Headquarter of Shanghai International Group Asset Management Co., Ltd.* (上海國際集團資產管理有限公司); from August 2010 to March 2015, he successively served as deputy general manager, chief risk and compliance officer, general manager, deputy secretary of the CPC Party Committee and director of Shanghai Aijian Trust Co., Ltd.* (上海愛建信託有限責任公司); from March 2015 to September 2019, he successively served as deputy general manager, general manager, deputy secretary of the CPC Party Committee, vice chairman, secretary of the CPC Party Committee, and chairman of Shanghai State-owned Assets Operation Co., Ltd.* (上海國有資產經營有限公司); from December 2018 to February 2026, he successively served as investment director, deputy general manager and member of the CPC Party Committee of Shanghai International Group Co., Ltd.* (上海國際集團有限公司); and since February 2026, he served as deputy general manager of Shenergy (Group) Company Limited and the secretary of the CPC Party Committee of the Company; and since March 2026, he served as the chairman and executive Director of the Company. |
| Lu Weiming | Mr. Lu Weiming, born in 1971, a member of the CPC, is a holder of a master's degree in economics and an economist. Currently, he is the deputy CPC Party Committee secretary, vice chairman and executive Director of the Company, the secretary of the CPC Party Committee and chairman of China Universal Asset Management Co., Ltd. He served as the salesman and the project manager of business office of the transaction department of Guotai Securities Co., Ltd. from July 1994 to March 1998, the deputy general manager of the securities investment department under the transaction business department of the Company, the assistant to the general manager, deputy general manager, deputy general manager (in charge of affairs) and general manager of the fixed income business department of the Company, an assistant to the president of the Company, and a vice president of the Company and other positions from March 1998 to March 2022, the president of the Company from March 2022 to December 2024, an executive Director of the Company since June 2022, a vice chairman of the Company since December 2024 and has served as the acting chairman of the Board of the Company from December 2025 to March 2026. |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Name | Primary working experience |
|---|---|
| Lu Dayin | Mr. Lu Dayin, born in 1972, a member of the CPC, is a holder of doctorate degree in management and a senior economist. Currently, he is the deputy secretary of the CPC Party Committee, an executive Director and vice president (in charge of affairs) of the Company, the secretary of the CPC Party Committee and chairman of Orient Securities Futures Co., Ltd., the chairman of Orient Futures International (Singapore) Pte Ltd, and the chairman of Orient Finance Holdings (Hong Kong) Limited. Mr. Lu served as an assistant to manager and deputy manager of the business outlet of Shenyin & Wanguo Securities Co., Ltd. from July 1994 to June 2001, an assistant to general manager and deputy general manager of the information technology center of the Company, the deputy general manager (in charge of affairs) of e-commerce business department of the Company, the deputy general manager of brokerage business department of the Company, the deputy general manager and general manager of Orient Securities Futures Co., Ltd. and other positions from June 2001 to January 2021, the chief information officer of the Company from November 2021 to January 2025, and has been serving as the secretary of the CPC Party Committee of Orient Securities Futures Co., Ltd. since November 2020, the chairman of Orient Securities Futures Co., Ltd. since December 2020, an executive Director of the Company since November 2024, and a vice president of the Company (in charge of affairs) since December 2024. |
| Liu Wei | Mr. Liu Wei, born in 1973, a member of the CPC, is a holder of a master's degree in law, a senior economist and a political engineer. He is currently the non-executive Director of the Company, the chief auditor, general counsel, and chief compliance officer of Shenergy (Group) Company Limited, and the director of Shenergy Co., Ltd. He served as a court clerk and assistant judge of Huangpu District People's Court of Shanghai from July 1996 to December 2001, an assistant judge, deputy chief of the General Section of the Office, director of the Office of the President, judge and deputy director of the Office of the Shanghai High People's Court from December 2001 to May 2013, a deputy director of the organization department office, deputy director of the comprehensive cadre department and researcher of Shanghai Municipal Committee from May 2013 to September 2017, general manager of human resources department and minister of organization department of CPC of Shenergy (Group) Company Limited from September 2017 to April 2021, the secretary of the CPC of Shenergy Co., Ltd. from April 2021 to August 2024. He has served as a director of Shenergy Co., Ltd. since May 2023, general counsel of Shenergy (Group) Company Limited since August 2024, chief auditor of Shenergy (Group) Company Limited since September 2024, and chief compliance officer of Shenergy (Group) Company Limited since November 2025. |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Name | Primary working experience |
|---|---|
| Yang Bo | Mr. Yang Bo, born in 1974, a member of the CPC, is a holder of a doctor’s degree in business administration. Currently, he is a non-executive Director of the Company, vice president and secretary of the board of directors of Shenergy Company Limited, executive director of Chengdu Chengyi Venture Capital Management Co., Ltd., vice chairman of Huaneng Shanghai Shi Dongkou Power Generation Co., Ltd., vice chairman of Huaneng Shanghai Combined Cycle Power Co., Ltd., director of Shanghai Shenergy Chongming Power Generation Co., Ltd., the chairman of Shanghai Shenneng Lingang Gas Turbine Power Generation Co., Ltd. and the chairman of Shanghai Wujing Power Generation Co., Ltd. Mr. Yang served as senior director of Shanghai Branch of ING Bank, head of the business department of Xiashang Investment Consulting Company (夏商投資諮詢公司), senior manager of Shanghai Representative Office of ABN AMRO Investment Management Asia Limited (荷銀投資管理亞洲有限公司), senior manager of corporate finance department of DBS Bank Shanghai Branch, senior client manager of corporate finance department, member of asset liability risk management committee and member of branch management committee of Fortis Bank Shanghai Branch from July 1997 to August 2007, deputy general manager of Shenergy Group Finance Co., Ltd., Party Branch secretary and general manager of Shanghai ICY Capital Co., Ltd. (上海誠毅投資管理有限公司), general manager of Shanghai Shenergy ICY Equity Investment Co., Ltd. (上海申能誠毅股權投資有限公司), General Party Branch Secretary and general manager of Shenergy Group Finance Co., Ltd. and other positions from August 2007 to December 2023, vice president of Shenergy Company Limited since December 2023 and secretary of the board of directors of Shenergy Company Limited since January 2024. |
| Shi Lei | Mr. Shi Lei, born in 1982, a member of the CPC, is a holder of a bachelor’s degree and a senior accountant. Currently, he is a non-executive Director of the Company, director of finance division of Shanghai Tobacco Group Co., Ltd., director of Shanghai Tobacco Group Beijing Cigarette Factory Co., Ltd., director of Shanghai Tobacco Group Taicang Haiyan Tobacco Flakes Co., Ltd., director of Shanghai Tobacco Trading Center Co., Ltd., director of Shanghai Haiyan Tobacco Sugar and Wine Co., Ltd., director of Shanghai Haiyan Investment Management Co., Ltd. and director of Shanghai Import and Export of China Tobacco Co., Ltd. Mr. Shi served as auditor, assistant section chief, deputy section chief (in charge of affairs) and assistant director of the audit department of Shanghai Tobacco Group Co., Ltd. from July 2004 to April 2017, deputy general manager of Shanghai Tobacco Group Jing’an Tobacco Sugar and Wine Co., Ltd., and deputy general manager of Shanghai Tobacco Group Huangpu Tobacco Sugar and Wine Co., Ltd. from April 2017 to October 2019, deputy director of the Finance Department of Shanghai Tobacco Group Co., Ltd. from October 2019 to August 2022, and director of the finance department of Shanghai Tobacco Group Co., Ltd. since August 2022. |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Name | Primary working experience |
|---|---|
| Li Yun | Ms. Li Yun, born in 1964, a member of the CPC, is a holder of a master’s degree in economics, and a senior editor. She currently serves as a non-executive Director of the Company, the chairman of Shanghai Zhongyuan Capital Management Co., Ltd.* (上海眾源資本管理有限公司) and a director of China Universal Asset Management Company Limited. Ms. Li served as the secretary of the CPC youth league committee and a teacher of Shanghai Fourth Teacher Training College* (上海第四師範學校), deputy director, director and deputy secretary of the school department of the Luwan District Committee of the Communist Youth League, deputy director of the Luwan District Women’s Federation, deputy director of the Luwan District Committee Office, and secretary of the Party Working Committee of Wuliqiao Street in Luwan District and other positions from January 1984 to May 2001, a standing committee member and the director of publicity department of Luwan District Party Committee and a standing committee member and the director of publicity department of Minhang District Party Committee from May 2001 to July 2008, the deputy secretary of the CPC Party Committee and the secretary of the Discipline Inspection Commission of Jiefang Press Group* (解放日報報業集團), the secretary of the CPC Party Committee of Jiefang Daily (解放日報), the deputy secretary of the CPC Party Committee of Shanghai United Media Group (上海報業集團), the secretary of the CPC Party Committee and the president of Jiefang Daily from July 2008 to November 2021, and the secretary of the CPC Party Committee and the president of Shanghai United Media Group from November 2021 to December 2025. |
| Xu Yongmiao | Mr. Xu Yongmiao, born in 1977, a member of the CPC, is a holder of a master’s degree in business administration. He currently serves as a non-executive Director of the Company, the deputy general manager and a member of the CPC Party Committee of Shanghai Branch of China Post Group Corporation Limited, and an executive director and general manager of Shanghai Post Science Research Institute. From July 1999 to May 2014, he served as assistant general manager and director of Operation Service Department of Guangzhou Express Company (廣州速遞公司), deputy director of Marketing Department and director of Express Delivery Business Department of Guangdong Province Postal Logistics Bureau and the Express Delivery Bureau (廣東省郵政物流局、速遞局), deputy manager and general manager of Express Delivery Business Department of Guangdong Postal Express & Logistics Co., Ltd. (廣東省郵政速遞物流有限公司), and general manager of Maoming Branch of Guangdong Postal Express & Logistics Co., Ltd. (廣東省郵政速遞物流有限公司) and other positions. From May 2014 to January 2022, he served as deputy general manager and general manager of Marketing Department and general manager of market management department of China Postal Express & Logistics Company Limited, and the general manager of the marketing department of the post office and the general manager of the delivery department of China Post Group Corporation. He has served as the deputy general manager and a member of the CPC Party Committee of Shanghai Branch of China Post Group Corporation since January 2022. |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Name | Primary working experience |
|---|---|
| Ren Zhixiang | Mr. Ren Zhixiang, born in 1969, a member of the CPC, is a holder of a doctorate degree in economics. He currently serves as a non-executive Director of the Company, the deputy secretary of the CPC Party Committee and director and general manager of Zheneng Capital Holdings Co., Ltd., the vice chairman of Zheshang Property and Casualty Insurance Co., Ltd., a director of China Zheshang Bank Co., Ltd., the chairman of Zhejiang Zheneng Financial Leasing Co., Ltd. and the chairman of Shanghai Puneng Financial Leasing Co., Ltd.. He served as an office clerk, engineer and secretary of the CPC youth league committee of Zhejiang Water Conservancy and Hydropower Engineering Bureau from August 1995 to August 2001, a senior researcher and deputy general manager of investment banking division of Zhejiang International Trust & Investment Company Ltd. from June 2004 to February 2007, a senior director of asset management department, the chief economist, deputy director and director of strategy management and legal department of Zhejiang Provincial Energy Group Co., Ltd. from February 2007 to October 2019, the deputy secretary of the CPC Party Committee and general manager of Zheneng Capital Holdings Co., Ltd. since October 2019, and a director of Zheneng Capital Holdings Co., Ltd. since June 2020. |
| Wu Hong | Mr. Wu Hong, born in 1956, a member of the CPC, is a holder of a bachelor's degree in laws. He currently serves as an independent non-executive Director of the Company, a professor and a doctoral supervisor of East China University of Political Science and Law, an independent director of Shanghai Pudong Development Bank Co., Ltd., a lawyer of Shanghai SG & CO Lawyers and an independent director of Bank of Nanjing Co., Ltd.. He has been working in East China University of Political Science and Law since July 1984, and used to serve as the dean of School of Economic Laws of East China University of Political Science and Law and other positions. |
| Feng Xingdong | Mr. Feng Xingdong, born in 1977, a member of the CPC, is a holder of a doctorate degree in statistics. He currently serves as an independent non-executive Director of the Company, the dean, a professor of statistics and doctoral supervisor of School of Statistics and Management of Shanghai University of Finance and Economics. He served as an assistant professor of statistics and an associate professor of statistics of School of Statistics and Management of Shanghai University of Finance and Economics from June 2011 to June 2015, a professor and doctoral supervisor of School of Statistics and Management of Shanghai University of Finance and Economics since July 2015, and the dean of School of Statistics and Data Science of Shanghai University of Finance and Economics since November 2019. |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Name | Primary working experience |
|---|---|
| Luo Xinyu | Mr. Luo Xinyu, born in 1974, a member of the CPC, is a holder of a bachelor’s degree and a master’s degree in business administration. He is currently an independent non-executive Director of the Company, the general manager (president) of Shanghai State-owned Capital Operation Research Institute Co., Ltd., chairman of Shanghai State-owned Capital Training Center Co., Ltd., a director of Hangzhou Industrial Investment Group Co., Ltd., a director of Ningbo Development Investment Group Co., Ltd., a director of Dalian State-owned Assets Management Co., Ltd., an independent director of Huatai Securities (Shanghai) Asset Management Co., Ltd., a director of Shanghai Yangpu State-owned Assets Management Co., Ltd., a director of Luoyang Guohong Investment Holdings Group Co., Ltd., a supervisor of Shanghai Guosheng Guxian Venture Capital Investment Management Co., Ltd., an executive director of Shanghai Shengzhizi Corporate Management Co., Ltd., and an executive director of Shanghai Guoyan Corporate Management Co., Ltd., and a director of Luoyang Industrial Holding Group Co., Ltd.. From July 1998 to July 2004, he served as a reporter from China Youth Daily, and a reporter from Xinhua News Agency Shanghai Branch. From July 2004 to July 2009, he served as the general manager of the membership department of Shanghai United Assets and Equity Exchange. From July 2009 to April 2020, he successively served as the deputy director of the board office and the strategy and investment decision committee of Shanghai Guosheng (Group) Co., Ltd. and served as the general manager (president) of Shanghai State-owned Capital Operation Research Institute Co., Ltd. since June 2018. |
| Chan Hon | Mr. Chan Hon, born in 1960, is a holder of a bachelor’s degree. He is currently an independent non-executive Director of the Company and an independent director of Zijin Gold International Company Limited. From January 1993 to May 1997, he served as a lawyer at Allen & Overy LLP; from June 1997 to November 2016, he served as a legal counsel of investment banking at Credit Suisse, a legal counsel at ING Bank in Hong Kong, and the head of the Compliance and Legal Department for Deutsche Bank’s China operations. |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Name | Primary working experience |
|---|---|
| Zhu Kai | Mr. Zhu Kai, born in 1974, a member of the CPC, is a holder of a doctorate degree in accounting. He currently serves as an independent non-executive Director of the Company, the vice dean, professor and doctoral supervisor of the Graduate School of Shanghai University of Finance and Economics, assistant to the president of Dongbei University of Finance and Economics (on secondment), an independent director of ArcSoft Corporation Limited and an independent director of Hwabao Securities Co., Ltd.. He served as a lecturer in the Accounting Department of the Business School of Nanjing University from July 1999 to January 2001, and as a vice dean of the School of Accounting of Shanghai University of Finance and Economics from February 2016 to September 2023. He has served as a lecturer, associate professor and professor in the School of Accounting of Shanghai University of Finance and Economics since April 2004 and a vice dean of the Graduate School of Shanghai University of Finance and Economics since December 2023. |
| Sun Weidong | Mr. Sun Weidong, born in 1968, a member of the CPC, is a holder of a master's degree in business administration. He currently serves as an employee representative Director and the director of trade union office of the Company. He served as a programmer of Shanghai Daji Data Solutions Co., Ltd. (上海大計數據處理公司), the computer supervisor of Shanghai branch of Dalian Liantong Securities Company (大連連通證券公司), the department manager of product sales department of Shanghai Dewei Economic Technology Company Limited (上海德威經濟技術有限公司) and the department manager of Shanghai headquarter of Three Gorges Securities (三峽證券) from August 1991 to December 1998, the assistant to general manager of the information technology center of the Company, deputy general manager of the operational management headquarters of the Company, deputy general manager (in charge of affairs) of the internet financial headquarters of the Company and other positions from December 1998 to May 2024. He has served as the director of trade union office of the Company since May 2024 and an employee representative Director of the Company since November 2024. |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Name | Primary working experience |
|---|---|
| Shu Hong | Mr. Shu Hong, born in 1967, a member of CPC, is a holder of a master’s degree in business administration and an engineer. Currently, he is a vice president, chief financial officer, party secretary of wealth management committee and president of the Company. Mr. Shu Hong served as the manager for the computer network center system development department of Shenyin & Wanguo Securities Co., Ltd. from January 1993 to October 1998, and the head and general manager of the information technology center of Orient Securities Limited Liability Company (東方證券有限責任公司) from October 1998 to March 2004. He also served as the assistant to president and general manager of the information technology center, the assistant to president and general manager of the brokerage business department, the director of IT technology and assistant to president, operating controller and assistant to president, and operating controller of the Company from December 2001 to April 2014 and the chief information officer of the Company from June 2019 to November 2021. Mr. Shu has been serving as vice president of the Company since April 2014, as the chief financial officer of the Company since November 2021 and as the party secretary of wealth management committee and president of the Company since November 2024. |
| Zhang Jianhui | Mr. Zhang Jianhui, born in 1968, a member of the CPC, is a holder of a master’s degree in economics and business administration, an economist and an accountant. Currently, he is a vice president of the Company, chairman of Orient Securities International Financial Group Co., Ltd., a director of China Securities Credit Investment Co., Ltd., a supervisor of Shanghai ICY New Energy Venture Capital Investment Co., Ltd., chairman of Shanghai Orient Securities Capital Investment Co., Ltd. and a director of Orient Finance Holdings (Hong Kong) Limited. Mr. Zhang served as a clerk of Shanghai Pudong Development Bank from March 1994 to March 1998, the assistant to the general manager of the fund and financial management department of Orient Securities Limited Liability Company from March 1998 to July 2003, the deputy general manager and general manager for Liaoning administrative department, the deputy general manager (in charge of affairs) and general manager of the fund and financial management department of the Company from July 2003 to June 2015, the chief financial officer of the Company from May 2014 to November 2021, and concurrently served as the general manager of the planned financial management department of the Company from June 2015 to August 2019 and the general manager of the fund management department from August 2020 to November 2021. Mr. Zhang has been serving as the vice president of the Company since July 2015. |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Name | Primary working experience |
|---|---|
| Chen Gang | Mr. Chen Gang, born in 1976, a member of the CPC, is a holder of a doctorate degree in management science and engineering. He is currently Vice President and general manager of Institutional Client Headquarters of the Company, director of Orient Finance Holdings (Hong Kong) Limited and director of Orient Securities International Financial Group Co., Ltd.. He served as a researcher of Central China Securities from October 2003 to January 2004, a staff member of Shanghai Yuji Industrial Co., Ltd.* (上海裕基實業有限公司) from January 2004 to April 2004, a researcher of Shanghai Richen Asset Management Co., Ltd. (上海融昌資產管理有限公司) from April 2004 to November 2004, an investment manager of Shanghai Yuji Industrial Co., Ltd. from November 2004 to September 2005, an industry researcher, an assistant to the director and an executive director of the Company's securities research institute from September 2005 to May 2012, the general manager of the securities research institute of Everbright Securities from May 2012 to February 2014, the proposed director of the Company's securities research institute from February 2014 to March 2014, the director of the Company's securities research institute from March 2014 to April 2025, the chief research officer of the Company from July 2023 to December 2024, and the vice president and general manager of Institutional Client Headquarters of the Company since December 2024. |
| Wu Zezhi | Mr. Wu Zezhi, born in 1978, a member of the CPC, is a holder of a doctorate degree in statistics. Currently, he is the Vice President, and the general manager of the fixed-income business department of the Company, a director of Orient Finance Holdings (Hong Kong) Limited and a director of Orient Securities International Financial Group Co., Ltd. He served as the business manager and senior investment manager of the fixed-income business department of the Company from April 2005 to October 2010, the assistant to the general manager of the fixed-income business department of the Company from October 2010 to January 2013, the deputy general manager of the fixed-income business department of the Company from January 2013 to April 2020, the joint general manager of the fixed-income business department of the Company from April 2020 to August 2021, the general manager of the financial derivatives business department of the Company from March 2021 to December 2023, the general manager of the securities investment business department of the Company from July 2023 to January 2025, the general manager of the fixed-income business department of the Company since August 2021, and the chief investment officer of the Company from July 2023 to December 2024, and the vice president of the Company since December 2024. |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Name | Primary working experience |
|---|---|
| Jiang Helei | Mr. Jiang Helei, born in 1974, is a holder of a master’s degree in economics. Currently, he is the chief compliance officer and chief risk officer of the Company. He served as the clerk of the planning and finance department of Shanghai Baoshan Steel Group Co. Ltd. (上海寶山鋼鐵集團有限公司) from July 1996 to September 1998, a project manager at research and development department and the M&A & reorganization department of the Shanghai Yashang Enterprise Consulting Co., Ltd. (上海亞商企業諮詢股份有限公司) from September 1998 to November 2000, a staff at the inspection office of Shanghai Securities Regulatory Bureau of the CSRC (中國證監會上海證管辦稽查處) from November 2000 to November 2001, a deputy senior staff at the No. 2 investigation office of Shanghai Securities Regulatory Bureau of the CSRC from November 2001 to March 2004, a senior staff of the No. 1 investigation office of Shanghai Securities Regulatory Bureau of the CSRC from March 2004 to October 2004, a senior staff, deputy researcher and deputy director at the No. 2 regulatory office of Shanghai Securities Regulatory Bureau of the CSRC from October 2004 to April 2013, a researcher at the No. 1 regulatory office of Shanghai Securities Regulatory Bureau of the CSRC from April 2013 to January 2016, a researcher at the No. 2 inspection office of Shanghai Securities Regulatory Bureau of the CSRC from January 2016 to October 2016 (concurrently serving as the vice president and chief secretary of Shanghai Securities Association (上海市證券同業公會) from March 2014 to June 2016), the deputy general manager of Shanghai Boweiyicheng Investment (Group) Co., Ltd. (上海博威益誠投資(集團)有限公司) from November 2016 to October 2020, the deputy general manager of Oriental Huayu Capital Management Co., Ltd. (東方華宇資本管理有限公司) from November 2020 to March 2021, and the vice president and chief compliance officer of Shanghai Jiyu Fund Sales Co., Ltd. (上海基煜基金銷售有限公司) from April 2021 to July 2022. Mr. Jiang has served as the chief risk officer of the Company since September 2022 and as the chief compliance officer of the Company since October 2022, and the general manager of the compliance and legal management headquarters of the Company from December 2023 to May 2024. |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
Name Primary working experience
Wang Rufu Mr. Wang Rufu, born in 1973, a member of the CPC, is a holder of a master's degree in engineering and a certified public accountant. Currently, he is the secretary to the Board, the joint company secretary and the director of board office of the Company and a director of Shanghai ICY New Energy Venture Capital Investment Co., Ltd. He served as the comprehensive planning specialist of the planning and coordination department and the strategic management specialist of the development and coordination office of Shenyin & Wanguo Securities from August 2002 to April 2004, the assistant to the general manager of the planning and development department and the deputy director (in charge of affairs) of the secretariat of Kinghing Securities from May 2004 to October 2005, the senior researcher of the securities market strategy of the research institute of the Company from October 2005 to March 2008, the senior director, assistant to the director and deputy director (securities affairs representative) of the Board office from March 2008 to October 2014, the director of the Board office of the Company since October 2014, the secretary to the Board of the Company since November 2016, and the joint company secretary since November 2019.
(ii) Employment of current Directors and senior management
1 · Employment at the shareholder entities
| Name of employee | Name of the shareholder entities | Position at the shareholder entities | Commencement date of the term of office | Expiry date of the term of office |
|---|---|---|---|---|
| Zhou Lei | Shenergy (Group) Company Limited | Deputy general manager | February 2026 | Up to now |
| Liu Wei | Shenergy (Group) Company Limited | Chief legal counsel | August 2024 | Up to now |
| Chief auditor | September 2024 | Up to now | ||
| Chief compliance officer | November 2025 | Up to now | ||
| Shi Lei | Shanghai Haiyan Investment Management Company Limited | Director | November 2022 | Up to now |
| Li Yun | Shanghai United Media Group | Secretary of the CPC Party Committee and president | November 2021 | December 2025 |
| Xu Yongmiao | China Post Group Corporation Limited | Deputy general manager and member of the CPC Party Committee of Shanghai Branch | January 2022 | Up to now |
| Ren Zhixiang | Zheneng Capital Holdings Limited | Deputy secretary of the CPC Party Committee and general manager | October 2019 | Up to now |
| Director | June 2020 | Up to now | ||
| Explanation of employment at the shareholder entities | Nil |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
2 Employment at other entities
| Name of employee | Name of other entities | Position at other entities | Commencement date of the term of office | Expiry date of the term of office |
|---|---|---|---|---|
| Zhou Lei | Shenneng Investment Management Co., Ltd. | Director and general manager | February 2026 | Up to now |
| Lu Weiming | Orient Finance Holdings (Hong Kong) Limited | Director | November 2022 | April 2025 |
| China Universal Asset Management Company Limited | CPC Party Committee secretary | January 2025 | Up to now | |
| Chairman | July 2025 | Up to now | ||
| Lu Dayin | Orient Securities Futures Co., Ltd. | CPC Party Committee secretary | November 2020 | Up to now |
| Chairman | December 2020 | Up to now | ||
| Orient Futures International (Singapore) Pte. Ltd. | Chairman | December 2018 | Up to now | |
| Orient Finance Holdings (Hong Kong) Limited | Chairman | April 2025 | Up to now | |
| Liu Wei Yang Bo | Shenergy Company Limited | Director | May 2023 | Up to now |
| Shenergy Company Limited | Vice president | December 2023 | Up to now | |
| Secretary to the board | January 2024 | Up to now | ||
| Chengdu Chengyi Venture Capital Management Co., Ltd. | Executive director | March 2016 | Up to now | |
| Huaneng Shanghai Shidongkou Power Generation Co., Ltd. | Vice chairman | February 2024 | Up to now | |
| Huaneng Shanghai Combustion Engine Power Co., Ltd. | Vice chairman | February 2024 | Up to now | |
| Shanghai Heavy Duty Gas Turbine Test Power Station Co., Ltd. | Chairman of supervisory committee | February 2024 | March 2026 | |
| Shanghai Shenergy Chongming Power Generation Co., Ltd. | Director | August 2025 | Up to now | |
| Shanghai Shenneng Lingang Gas Turbine Power Generation Co., Ltd. | Chairman | March 2026 | Up to now | |
| Shanghai Wujing Power Generation Co., Ltd. | Chairman | March 2026 | Up to now | |
| Shi Lei | Shanghai Tobacco (Group) Co., Ltd. | Director of finance division | August 2022 | Up to now |
| Haitong Securities Co., Ltd. | Director | October 2023 | January 2026 | |
| Shanghai Tobacco Group Beijing Cigarette Factory Co., Ltd. | Director | November 2022 | Up to now | |
| Shanghai Tobacco Group Taicang Haiyan Tobacco Flakes Co., Ltd. | Director | November 2022 | Up to now | |
| Shanghai Tobacco Trading Center Co., Ltd. | Director | November 2022 | Up to now | |
| Shanghai Haiyan Tobacco, Sugar and Wine Co., Ltd. | Director | February 2020 | Up to now |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Name of employee | Name of other entities | Position at other entities | Commencement date of the term of office | Expiry date of the term of office |
|---|---|---|---|---|
| Shanghai Tobacco Group Songjiang Tobacco Sugar & Wine Co., Ltd. | Supervisor | November 2022 | October 2025 | |
| Shanghai Tobacco Group Huangpu Tobacco Sugar & Wine Co., Ltd. | Supervisor | November 2022 | October 2025 | |
| Shanghai Tobacco Group Putuo Tobacco Sugar & Wine Co., Ltd. | Supervisor | November 2022 | October 2025 | |
| Shanghai Tobacco Group Qingpu Tobacco Sugar & Wine Co., Ltd. | Supervisor | November 2022 | October 2025 | |
| China Tobacco Shanghai Import & Export Co., Ltd. | Director | October 2025 | Up to now | |
| Li Yun | Shanghai Zhongyuan Capital Management Co., Ltd. | Chairman | July 2022 | Up to now |
| China Universal Asset Management Company Limited | Director | August 2023 | Up to now | |
| Shanghai Real Power Capital Co., Ltd. | Chairman | August 2023 | July 2025 | |
| Shanghai Ruiyi Investment Management Co., Ltd. | Chairman | September 2023 | March 2026 | |
| Xu Yongmiao | Beijing Yingge Barcode Technology Development Co., Ltd. | Director | February 2021 | December 2025 |
| Shanghai Post Science Research Institute Co., Ltd. | Executive director and general manager | June 2024 | Up to now | |
| Ren Zhixiang | Zhejiang Fuzhe Investment Co., Ltd. | Director | November 2019 | May 2025 |
| Zheshang Property and Casualty Insurance Co., Ltd. | Vice chairman | January 2021 | Up to now | |
| China Zheshang Bank Co., Ltd. | Director | December 2020 | Up to now | |
| Zhejiang Zheneng Financial Leasing Co., Ltd. | Chairman | January 2025 | Up to now | |
| Shanghai Puneng Financial Leasing Co., Ltd. | Chairman | January 2025 | Up to now |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Name of employee | Name of other entities | Position at other entities | Commencement date of the term of office | Expiry date of the term of office |
|---|---|---|---|---|
| Wu Hong | Shanghai Pudong Development Bank Co., Ltd. | Independent director | December 2020 | Up to now |
| Keboda Technology Co., Ltd. | Chairman of supervisory committee | May 2023 | December 2025 | |
| Shanghai SG & CO Lawyers | Lawyer | November 2024 | Up to now | |
| Nanjing Bank Co., Ltd. | Independent director | May 2025 | Up to now | |
| Feng Xingdong | School of Statistics and Data Science of Shanghai University of Finance and Economics | Dean | November 2019 | Up to now |
| Luo Xinyu | Shanghai State-owned Capital Operation Research Institute Co., Ltd. | General manager (president) | June 2018 | Up to now |
| Shanghai State-owned Capital Training Center Co., Ltd. | Chairman | July 2020 | Up to now | |
| Xinda Huixin (Shanghai) Technology Investment Co., Ltd. | Director | September 2017 | February 2026 | |
| Shanghai Guosheng Guxian Venture Capital Investment Management Co., Ltd. | Supervisor | December 2012 | Up to now | |
| Shanghai Shengzhizi Corporate Management Co., Ltd. | Executive director | May 2020 | Up to now | |
| Shanghai Yangpu State-owned Assets Management Co., Ltd. | Director | July 2022 | Up to now | |
| Shanghai Guoyan Corporate Management Co., Ltd. | Executive director | August 2022 | Up to now | |
| Luoyang Guohong Investment Holdings Group Co., Ltd. | Director | September 2022 | Up to now | |
| Dalian State-owned Assets Management Co., Ltd. | Director | November 2022 | Up to now | |
| Hangzhou Industrial Investment Group Co., Ltd. | Director | December 2022 | Up to now | |
| Huatai Securities (Shanghai) Asset Management Co., Ltd. | Independent director | December 2022 | Up to now |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Name of employee | Name of other entities | Position at other entities | Commencement date of the term of office | Expiry date of the term of office |
|---|---|---|---|---|
| Ningbo Development Investment Group Co., Ltd. | Director | January 2023 | Up to now | |
| Luoyang Industrial Holding Group Co., Ltd. | Director | June 2024 | Up to now | |
| Chan Hon | Nixon Peabody CWL | Consultant | January 2017 | March 2026 |
| Zijin Gold International Limited | Independent director | September 2025 | Up to now | |
| Zhu Kai | Graduate School of Shanghai University of Finance and Economics | Vice dean | December 2023 | Up to now |
| Dongbei University of Finance and Economics | Assistant to the president (on secondment) | March 2025 | Up to now | |
| Hongsoft Technology Co., Ltd. | Independent director | December 2024 | Up to now | |
| Huabao Securities Co., Ltd. | Independent director | November 2025 | Up to now | |
| Zhang Jianhui | Orient Finance Holdings (Hong Kong) Limited | Chairman | February 2021 | April 2025 |
| Director | February 2021 | Up to now | ||
| General manager | November 2024 | March 2025 | ||
| Orient Securities International Financial Group Co., Ltd. | Chairman | August 2018 | Up to now | |
| General manager | July 2023 | July 2025 | ||
| China Securities Credit Investment Co., Ltd. | Director | May 2022 | Up to now | |
| Shanghai ICY New Energy Venture Capital Investment Co., Ltd. | Supervisor | October 2010 | Up to now | |
| Shanghai Orient Securities Capital Investment Co., Ltd. | Chairman | December 2025 | Up to now |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Name of employee | Name of other entities | Position at other entities | Commencement date of the term of office | Expiry date of the term of office |
|---|---|---|---|---|
| Chen Gang | Orient Finance Holdings (Hong Kong) Limited | Director | November 2022 | Up to now |
| Orient Securities International Financial Group Co., Ltd. | Director | November 2024 | Up to now | |
| Wu Zezhi | Orient Finance Holdings (Hong Kong) Limited | Director | November 2022 | Up to now |
| Orient Securities International Financial Group Co., Ltd. | Director | November 2022 | Up to now | |
| Jiang Helei | Shanghai Orient Securities Asset Management Co., Ltd. | Director | November 2022 | April 2025 |
| Orient Securities Futures Co., Ltd. | Director | November 2022 | March 2025 | |
| Shanghai Orient Securities Innovation Investment Co., Ltd. | Director | November 2022 | March 2025 | |
| Wang Rufu | China Universal Asset Management Company Limited | Supervisor | September 2015 | July 2025 |
| Shanghai ICY New Energy Venture Capital Investment Co., Ltd. | Director | March 2015 | Up to now | |
| Employment at other entities | Nil |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
(iii) Remunerations of Directors and senior management
Decision-making procedures for remunerations of the Directors and senior management
The allowances of the Company's independent non-executive Directors are determined by the Board and proposed to the general meeting for consideration and approval. The remuneration of the Company's senior management at the level of vice president and above shall be implemented in accordance with the "Scheme on the Assessment, Incentive and Restraint Mechanism Plan for Senior Management (2025 Revision)", comprising basic salary, position-based salary and performance salary. The annual fixed salary and position-based salary are determined based on the specific positions held by the senior management. The performance salary is a variable income linked to the annual and term performance appraisal results of the senior management, and is determined by reference to the target performance bonus combined with the annual/term performance appraisal results. The performance appraisal of the senior management shall be implemented upon approval by the Remuneration and Nomination Committee of the Board. The remuneration performance management of other senior management personnel shall be implemented in accordance with the relevant rules of the Company.
Whether the Directors have abstained themselves from the Board's discussion of their remuneration
Yes
Details of proposals for the remuneration of Directors and senior management made by the Remuneration and Nomination Committee or special meeting of Independent Directors
In accordance with the requirements of the "Assessment and Remuneration Management System for Directors of the Company" and the "Scheme on the Assessment, Incentive and Restraint Mechanism Plan for Senior Management (2025 Revision)", the sixth session of Remuneration and Nomination Committee of the Board of the Company organised and implemented the performance appraisal of Directors and senior management of the Company on March 26, 2026, and the relevant appraisal and remuneration were submitted to the Board for consideration and reported to the general meeting for decision. The Company will subsequently organize the performance appraisal and remuneration determination for senior management and complete the corresponding approval procedures. The remuneration and performance management of other senior management shall be implemented in accordance with the relevant regulations of the Company. Please refer to "III. (i) Changes in shareholding and remunerations of current and resigned Directors and senior management during the Reporting Period" in this section for the remuneration of Directors and senior management of the Company.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
Basis for determining the remunerations of the Directors and senior management
Remunerations of the Company's independent non-executive Directors are determined with reference to that of the listed peers in the same industry; remunerations of the Company's executive Directors, employee representative Directors and senior management who receive remuneration from the Company are based on the remuneration and assessment system of the Company. In particular, the remuneration structure and standard of members of the leadership team at the level of vice president and above are determined in accordance with the "Scheme on the Assessment, Incentive and Restraint Mechanism Plan for Senior Management (2025 Revision)".
Actual payments of remunerations of the Directors and senior management
For details, see "III. (i) Changes in shareholding and remunerations of current and resigned Directors and senior management during the Reporting Period" in this section.
Remunerations received in aggregate by all the Directors and senior management at the end of the Reporting Period
RMB10.6487 million
Basis for evaluation and completion status of actual compensation received by all Directors and senior management at the end of the Reporting Period
All Directors of the Company are assessed by the Remuneration and Nomination Committee of the Board. The relevant appraisal and remuneration details are reviewed by the Board and submitted to the general meeting for consideration. The performance salary of the senior management of the Company is linked to their annual and term performance appraisals, and is assessed by the higher-level authority, the Company's Party Committee and the Board in accordance with the relevant systems. The relevant appraisal and remuneration details are reviewed by the Board and reported to the general meeting. The performance appraisal and management of other senior management personnel shall be implemented in accordance with the relevant provisions of the Company.
Deferred payment arrangements for actual compensation received by all Directors and senior management at the end of the Reporting Period
The deferred payment arrangements for the remuneration of directors and senior management personnel receiving remuneration from the Company shall be implemented in accordance with the relevant provisions of the Company. 40% of the performance-based remuneration shall be deferred and paid in three equal annual installments.
Status of clawback of actual compensation received by all Directors and senior management at the end of the Reporting Period
No Directors or senior management personnel of the Company have claimed remuneration stoppage or recovery during the Reporting Period.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
(iv) Changes of Directors and senior management
| Name | Position | Particulars of changes | Reasons for change |
|---|---|---|---|
| Zhou Lei | Chairman and executive Director | Election | Elected by the general meeting |
| Liu Wei | Non-executive Director | Election | Elected by the general meeting |
| Gong Dexiong | Chairman and executive Director | Resignation | work adjustment |
| Xie Weiqing | Non-executive Director | Resignation | work adjustment |
The Company elected Mr. Zhou Lei as an executive Director in March 2026 and Mr. Liu Wei as a non-executive Director in October 2025. Mr. Zhou Lei and Mr. Liu Wei have obtained the legal opinions as set out in Rule 3.09D of the Hong Kong Listing Rules on March 20, 2026 and October 24, 2025 respectively, and understand their duties as Directors.
(v) Penalties imposed by securities regulatory authorities in the past three years
No existing and retiring Directors, Supervisors and senior management of the Company during the Reporting Period were subject to any penalties imposed by relevant securities regulatory authorities due to matters of the Company in the past three years.
IV. PERFORMANCE OF DUTIES BY DIRECTORS
The Board exercises its powers and duties as specified in the Articles of Association and its appendices. Under the principle of acting in the best interest of the Company and its shareholders, the Board reports its work at the general meetings, implements the resolutions passed thereon and is accountable to the general meetings.
As of the disclosure date of the report, the sixth session of the Board comprises 15 existing Directors. The biographical details of the Directors are set out in "III. Directors and Senior Management" in this section. None of the Directors or the senior management has any relations with one another (including financial, business, kinship or other material or connected relations). The Board is scientifically structured, and each Director has extensive knowledge, experience and expertise relating to the business operation and development of the Group. All Directors are fully aware of their responsibilities to the shareholders jointly and severally.
The Board of Directors of the Company comprises 5 independent non-executive Directors, which is in continuous compliance with the regulatory requirements in the PRC and provisions under Rules 3.10(1) and (2), and 3.10(A) of the Hong Kong Listing Rules. The Company has received from each of the independent non-executive Directors an annual confirmation of their respective independence and a statement of self-inspection of independence pursuant to the Measures for the Administration of Independent Directors of Listed Companies of CSRC, the Guidelines of Self-regulation of Companies Listed on the Shanghai Stock Exchange No. 1 – Regulation of Operations, and Rule 3.13 of the Hong Kong Listing Rules. After assessment, the Company is of the view that each of the independent non-executive Directors is independent as required by the CSRC, the SSE and the Hong Kong Listing Rules.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
(i) Attendances of Directors at Board meetings and general meetings
| Name of Director | Independent non-executive Director or not | Number of Board meetings requiring attendance during the year | Attendance at the Board meetings | Attendance at general meetings |
|---|---|---|---|---|
| Attendance in person | Attendance via correspondence | Attendance by proxy | Absence | Absent from two consecutive meetings (in person) |
| Lu Weiming | No | 9 | 9 | 7 |
| Lu Dayin | No | 9 | 8 | 7 |
| Liu Wei | No | 2 | 2 | 2 |
| Yang Bo | No | 9 | 9 | 7 |
| Shi Lei | No | 9 | 9 | 7 |
| Li Yun | No | 9 | 9 | 7 |
| Xu Yongmiao | No | 9 | 9 | 7 |
| Ren Zhixiang | No | 9 | 9 | 7 |
| Wu Hong | Yes | 9 | 9 | 7 |
| Feng Xingdong | Yes | 9 | 9 | 7 |
| Luo Xinyu | Yes | 9 | 9 | 7 |
| Chan Hon | Yes | 9 | 9 | 7 |
| Zhu Kai | Yes | 9 | 9 | 7 |
| Sun Weidong | No | 9 | 9 | 7 |
| Gong Dexiong (resigned) | No | 9 | 9 | 7 |
| Xie Weiqing (resigned) | No | 5 | 5 | 4 |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
Number of Board meetings convened during the year 9 Including: Number of meetings held on-site 2 Number of meetings via correspondence 7 Number of meetings held both on-site and via correspondence 0
(ii) No Directors have raised objections to relevant matters of the Company during the Reporting Period.
(iii) Others
Board and management
The powers and duties of the Board and the management have been clearly specified in the Articles of Association, which aims to provide an adequate check and balance mechanism for good corporate governance and internal control.
The Board has established mechanisms to ensure that the Board obtains independent views and opinions. The Company has formulated a Board diversity policy to ensure a balanced Board composition of executive and non-executive Directors (including independent non-executive Directors), while taking into account Board diversity in various aspects, including but not limited to gender, age, cultural and educational background and professional experience of the Directors. The Articles of Association also provide that the Board shall consist of 15 Directors and at least one-third of the Directors shall be independent non-executive Directors. The Company will also appoint independent non-executive Directors to the Board and its committees as required by the Hong Kong Listing Rules and where practicable to ensure that independent views and opinions are obtained. The Company has established internal policies (including but not limited to the Articles of Association, the Rules of Procedure for the Board of Directors of the Company, the Independent Director System of the Company) to ensure that the Board has access to independent views and opinions. These policies cover the Company's selection procedures and criteria of Directors (including independent non-executive Directors), the recusal mechanism for Directors who have related relationships to vote on relevant resolutions, the independent Director's special rights to engage external intermediary institutions, etc. During the Reporting Period, the Board has reviewed the implementation of the aforesaid mechanisms and considers that the aforesaid mechanisms are able to ensure that the Board is provided with independent views and opinions. The Remuneration and Nomination Committee strictly adheres to the assessment standards for the nomination and appointment of Directors as set out in the Hong Kong Listing Rules and selects candidates for Directors based on objective criteria, including certain diverse factors, to ensure that they are able to make independent judgments on an ongoing basis. Directors (including independent non-executive Directors) who have a material interest in a contract or arrangement shall not vote or be counted in the quorum on a resolution of the Directors to approve such contract or arrangement.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
The Board is responsible for deciding on the Company's business plans and investment plans and the establishment of the Company's internal management structure, formulating the Company's basic administration system, resolving other material businesses and administrative matters of the Company and supervising the management.
The management of the Company shall be appointed by the Board, and be accountable to the Board. They are responsible for implementing various resolutions made by the Board and administering the Company's daily operation and management.
- Chairman and president
According to C.2.1 of the Corporate Governance Code, positions of the chairman and president (i.e. chief executive officer under Hong Kong Listing Rules) of the Company are served by different individuals to secure independence of their duties, accountabilities and balanced distribution of rights and authorizations. Mr. Gong Dexiong resigned as chairman of the Board on December 8, 2025. Mr. Lu Weiming, the vice chairman of the Company, assumes the duties of chairman, while Mr. Lu Dayin serves as the vice president (in charge of affairs) of the Company. In March 2026, Mr. Zhou Lei assumed the roles of chairman of the Board and executive Director of the Company, and Mr. Lu Weiming, the vice chairman, ceased to be the acting chairman. Chairman is responsible for leading the Board to determine the overall development strategy of the Company and ensuring the Board operates effectively, performing its statutory duties and responsively discussing all important and appropriate issues in a timely manner; and ensuring that the Company formulates sound corporate governance practices and procedures and the Board acts in the best interest of the Company and all its shareholders. President is mainly responsible for daily operation and management of the Company, including organizing and implementing the resolutions of the Board and daily decision-making.
- Directors' appointment and re-election
In accordance with the Articles of Association, Directors who are not employee representatives shall be elected or replaced by the general meeting for a term of three years and shall be eligible for re-election at the end of the term. The Company has implemented a set of effective procedures for appointment of new Directors, for details, please refer to "V. Special Committees of the Board" in this section. A list of candidates for Directors may be proposed by the Board as per the number of the Directors to be elected as specified in the Articles of Association. Candidates for Directors may also be nominated by shareholders severally or jointly holding more than 3% of the Company's shares and shall be elected at the general meetings.
- Terms of office of non-executive Directors
The Company currently has 12 non-executive Directors, including 5 independent non-executive Directors and 1 employee Director. Non-executive Directors are elected by the general meeting or the employees' representative congress for a term of three years and are eligible for re-election upon expiry of their terms of office.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
4. Directors' remunerations
Please refer to "III. (i) Changes in shareholding and remunerations of current and resigned Directors and senior management during the Reporting Period" in this section for details.
5. Directors' trainings
The Company highly emphasizes on the continuous trainings for Directors to ensure that they have adequate knowledge of the Company's operations and businesses and their duties imposed by the CSRC, the SSE, the Hong Kong Stock Exchange, the Articles of Association and other relevant laws and regulations and regulatory requirements.
During the Reporting Period, Directors participated in the regular trainings organized by local regulatory authorities to complete continued trainings as required. The Board of Directors office of the Company also regularly compiles and delivers Board Brief, Comprehensive Report on Compliance and Risk Management, and Brief on Anti-Money Laundering to keep Directors timely informed of the latest policies, regulations and classic cases, builds multi-level information communication mechanisms and sets up an information exchange platform to strengthen information sharing and exchange among Directors and the management and improve Directors' duty performance capability. Apart from that, trainings for Directors are specified as follows:
| Name of Directors | Date | Duration | Organizer | Content | Place of training |
|---|---|---|---|---|---|
| All Directors | March 28, 2025 | One day | The Company | Risk Prevention for Money Laundering and Key Responsibilities in Anti-Money Laundering Work | The Company |
| Feng Xingdong | July 21, 2025 – August 1, 2025 | Twelve days | Shanghai Stock Exchange | 2025 Third Session of Subsequent Training for Independent Directors of Listed Companies | Online |
| All Directors | September 29, 2025 | One day | The Company | Collection of Cases on Illegal Trading of Company Stocks by Relatives of Directors, Supervisors and Senior Managers of Listed Companies | Online |
| Liu Wei | October 24, 2025 | One day | The Company, Clifford Chance | Memorandum on Directors' Liabilities under Hong Kong Laws and Regulations | Online |
| Wu Hong | November 17, 2025 – November 28, 2025 | Twelve days | Shanghai Stock Exchange | 2025 Fifth Session of Subsequent Training for Independent Directors of Listed Companies | Online |
| Luo Xinyu | November 17, 2025 – November 28, 2025 | Twelve days | Shanghai Stock Exchange | 2025 Fifth Session of Subsequent Training for Independent Directors of Listed Companies | Online |
| Chan Hon | November 17, 2025 – November 28, 2025 | Twelve days | Shanghai Stock Exchange | 2025 Fifth Session of Subsequent Training for Independent Directors of Listed Companies | Online |
| Zhu Kai | November 17, 2025 – November 28, 2025 | Twelve days | Shanghai Stock Exchange | 2025 Fifth Session of Subsequent Training for Independent Directors of Listed Companies | Online |
| All Directors | December 12, 2025 | One day | The Company | DFZQ 2025 Special Training on Integrity and Honest Practice | Online |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Name of Directors | Date | Duration | Organizer | Content | Place of training |
|---|---|---|---|---|---|
| Lu Weiming | December 25, 2025 – January 30, 2026 | Thirty-five days | Shanghai Bureau of the CSRC, Shanghai Association of Listed Companies | 2025 Training for Directors and Senior Management of Listed Companies in Shanghai | Online |
| Lu Dayin | December 25, 2025 – January 30, 2026 | Thirty-five days | Shanghai Bureau of the CSRC, Shanghai Association of Listed Companies | 2025 Training for Directors and Senior Management of Listed Companies in Shanghai | Online |
| Yang Bo | December 25, 2025 – January 30, 2026 | Thirty-five days | Shanghai Bureau of the CSRC, Shanghai Association of Listed Companies | 2025 Training for Directors and Senior Management of Listed Companies in Shanghai | Online |
| Shi Lei | December 25, 2025 – January 30, 2026 | Thirty-five days | Shanghai Bureau of the CSRC, Shanghai Association of Listed Companies | 2025 Training for Directors and Senior Management of Listed Companies in Shanghai | Online |
| Xu Yongmiao | December 25, 2025 – January 30, 2026 | Thirty-five days | Shanghai Bureau of the CSRC, Shanghai Association of Listed Companies | 2025 Training for Directors and Senior Management of Listed Companies in Shanghai | Online |
| Ren Zhixiang | December 25, 2025 – January 30, 2026 | Thirty-five days | Shanghai Bureau of the CSRC, Shanghai Association of Listed Companies | 2025 Training for Directors and Senior Management of Listed Companies in Shanghai | Online |
| Sun Weidong | December 25, 2025 – January 30, 2026 | Thirty-five days | Shanghai Bureau of the CSRC, Shanghai Association of Listed Companies | 2025 Training for Directors and Senior Management of Listed Companies in Shanghai | Online |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
V. SPECIAL COMMITTEES OF THE BOARD
(i) Members of the special committees of the Board
| Special committee | Name of member |
|---|---|
| Strategy and Sustainable Development Committee | Zhou Lei (chairman), Lu Weiming, Lu Dayin, Yang Bo, Ren Zhixiang |
| Compliance and Risk Management Committee | Lu Weiming (chairman), Xu Yongmiao, Wu Hong, Luo Xinyu, Chan Hon |
| Audit Committee | Zhu Kai (chairman), Liu Wei, Shi Lei, Feng Xingdong, Chan Hon |
| Remuneration and Nomination Committee | Wu Hong (chairman), Zhou Lei, Li Yun, Feng Xingdong, Luo Xinyu |
(ii) During the Reporting Period, the Strategy and Sustainable Development Committee convened two meetings
| Date | Content | Key opinion and recommendation | Performance of other duties |
|---|---|---|---|
| March 27, 2025 | The “Proposal on Formulating the 2025-2027 Strategic Plan of the Company” was considered and approved | The meeting called for the continued implementation of the “three-step” strategy, to solidly forge a path of distinctive development for DFZQ, and to strive to advance the construction of “Unified Orient (一個東方)”. | – |
| May 6, 2025 | The “Proposal on the Plan of Repurchase of A Shares of the Company through Centralized Price Bidding” was considered and approved | – | – |
The main duties of the Strategy and Sustainable Development Committee include: studying and advising on long-term strategic development plans of the Company; studying and advising on material investment financing proposals that are subject to the Board’s approval; studying and advising on material capital operations and asset management projects that are subject to the Board’s approval; studying and advising on the Company’s sustainable development (ESG) related policies, targets, and management approaches; studying and advising on any other significant events that affect the development of the Company; inspection and evaluation of the implementation of the above matters, and proposing adjustments when appropriate; and other duties as authorized by the Board as well as other duties as required by the listing rules or regulatory rules in the place where the shares of the Company are listed.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
During the Reporting Period, attendance of members of the Strategy and Sustainable Development Committee are as follows:
| Name | Number of actual attendances/number of attendances as required |
|---|---|
| Zhou Lei (Chairman) (Appointed on March 20, 2026) | 0/0 |
| Lu Weiming (Appointed on August 29, 2025) | 0/0 |
| Lu Dayin | 2/2 |
| Yang Bo | 2/2 |
| Ren Zhixiang | 2/2 |
| Gong Dexiong (Resigned) | 2/2 |
| Li Yun (Resigned) | 2/2 |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
(iii) During the Reporting Period, the Compliance and Risk Management Committee convened eight meetings
| Date | Content | Key opinion and recommendation | Performance of other duties |
|---|---|---|---|
| February 11, 2025 | The “Proposal on the Company’s Allocation of Assets and Liabilities, Business Scale and Risk Control Plan in 2025” and the “Proposal on Revising the Implementation Measures for the Compliance Management Effectiveness Assessment of the Company” were considered and approved | The meeting required that the compliance and risk control departments further contribute to the company’s high-quality development, firmly adheres to compliance red lines, and effectively implements regulatory policies and requirements. | – |
| March 27, 2025 | The “Proposal Regarding the Proprietary Business Scale of the Company in 2025”, the “Company’s 2024 Annual Compliance Report”, the “2024 Compliance Management Effectiveness Assessment Report of the Company”, the “Company’s 2024 Annual Risk Management Work Report”, the “2024 Comprehensive Risk Management Assessment Report of the Company” were considered and approved, and the 2024 annual performance appraisal on the chief compliance officer was conducted; the “Report on Execution of Risk Control Indicators of Net Capital by the Company for 2024” was heard | The meeting called for accelerating the “digital and intelligent transformation” and leveraging technological means such as big data and artificial intelligence to build forward-looking compliance and risk control capabilities. | – |
| April 29, 2025 | The “2024 Anti-Money Laundering Report of the Company” was considered and approved | – | – |
| May 22, 2025 | The “Proposal on Adjusting Certain Indicators in the Company’s 2025 Assets and Liabilities Allocation Plan” was considered and approved | – | – |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Date | Content | Key opinion and recommendation | Performance of other duties |
|---|---|---|---|
| August 28, 2025 | The "Company's 2025 Interim Compliance Report", the "Company's 2025 Interim Risk Management Work Report", the "Proposal on Formulating the Company's Risk Management Strategy", the "Proposal on Revising the Company's Basic System of Comprehensive Risk Management and the Working Measures for the Company's Chief Risk Officer" were considered and approved; the "Report on Execution of Risk Control Indicators of Net Capital by the Company for the First Half of 2025" was heard | The meeting required further analysis and implementation of the new regulations on classification evaluation, and continuous attention to the compliance work of grassroots branches. | - |
| September 12, 2025 | The "Proposal on Adjusting Certain Indicators in the Company's Annual Assets and Liabilities Allocation Plan" was considered and approved | - | - |
| October 30, 2025 | The "Proposal on Adjusting Certain Indicators in the Company's Annual Assets and Liabilities Allocation Plan" was considered and approved | - | - |
| December 17, 2025 | The "2025 Compliance Management Effectiveness Assessment Work Plan of the Company" was considered and approved | - | - |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
The main duties of the Compliance and Risk Management Committee include: reviewing and advising on the overall targets and basic policies of compliance management and risk management; reviewing and advising on establishment of the system and institutions for compliance management and risk management as well as their duties; overseeing and evaluating the compliance management and risk management work of the Company, and reviewing and monitoring the Company's policies and practices in compliance with laws and regulatory requirements; evaluating and advising on the risks and risk management solutions relating to the significant matters that are subject to approval by the Board; reviewing risk tolerance and scale of the Company as a whole and for each business, and evaluating the asset allocation mechanism matching with risk tolerance; reviewing and evaluating the risks associated with the Company's operating activities and the effectiveness of the corresponding measures, and discussing the risk management system with the management to ensure that the management has fulfilled its responsibilities in establishing an effective risk management system; reviewing major investigation findings on risk management matters and management's response to the findings on its own initiative or as delegated by the Board; reviewing and advising on the compliance report and risk assessment report that are subject to consideration by the Board; formulating and reviewing the Company's policies and practices on corporate governance and making recommendations to the Board; reviewing and monitoring the training and continuous professional development of Directors and senior management; developing, reviewing and monitoring the code of conduct and compliance manual (if any) applicable to staff and Directors; reviewing the Company's compliance with the "Corporate Governance Code" set out in Appendix C1 to the Hong Kong Listing Rules and its disclosures in the Corporate Governance Report; and other duties as determined by the Board and as required by the listing rules or regulatory rules of the place where the Company's shares are listed.
During the Reporting Period, attendance of members of the Compliance and Risk Management Committee are as follows:
| Name | Number of actual attendances/number of attendances as required |
|---|---|
| Lu Weiming (Chairman) | 8/8 |
| Xu Yongmiao | 8/8 |
| Wu Hong | 8/8 |
| Luo Xinyu | 8/8 |
| Chan Hon | 8/8 |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
(iv) During the Reporting Period, the Audit Committee convened six meetings
| Date | Content | Key opinion and recommendation | Performance of other duties |
|---|---|---|---|
| February 14, 2025 | The "Proposal on the Revision of the Implementation Measures for the Evaluation of Internal Control of the Company" and the "Proposal on the Revision of the Internal Control Evaluation Work Plan of the Company" were considered and approved | - | - |
| March 27, 2025 | The "Report on the Company's 2024 Annual Audit and Audit Results", the "Internal Control Evaluation Report in 2024", the "Annual Report of the Company for the Year 2024", the "Proposal Regarding the Audit of the Related Transactions of the Company in 2024", the "Proposal Regarding the Projected Routine Related Party Transactions of the Company in 2024", the "Proposal on Confirmation of the Company's List of Related Parties for the Year 2024", the "Proposal on the Report on the Evaluation of the Performance of Accounting Firms for the Year 2024 by the Audit Committee of the Company", and the "Proposal Regarding the Engagement of Auditing Firms for the Year 2025" were considered and approved, and the "2024 Annual Report on the Work of the Audit Committee of the Board of Directors of the Company" and the "2024 Annual Report on the Internal Audit Work of the Company" were heard. | The meeting required that the effectiveness of auditing be continuously enhanced to provide stronger assurance for the Company's sustainable and healthy development. | - |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Date | Content | Key opinion and recommendation | Performance of other duties |
|---|---|---|---|
| April 29, 2025 | the “Audit Report of the Company for the First Quarter of 2025” was reviewed and the “Proposal on Issuing an Evaluation Opinion on the Results of the Special Audit on the Regulated Operation of the Company (Second Half of 2024)” was considered and approved, and the “Audit Report of the Company for the Fourth Quarter of 2024” was reviewed. | - | - |
| August 28, 2025 | The “2025 Interim Report of the Company”, the “Proposal on the Change of the Accounting Policy of the Company”, the “Proposal on Confirmation of the Company’s List of Related Parties in the First Half of 2025”, and the “Proposal on Issuing an Evaluation Opinion on the Results of the Special Audit on the Regulated Operation of the Company (First Half of 2025)” were considered and approved, and the “Company’s Audit Report for the Second Quarter of 2024” was reviewed. | The meeting required that the Company continue to be guided by ROE, with a focus on capital-intensive management and financial risk prevention, so as to sustain the positive momentum of development. | - |
| October 30, 2025 | The “Third Quarterly Report of the Company for the Year 2025” and the “Proposal on Confirmation of the Company’s List of Related Parties for the Third Quarter of 2025” were considered and approved, and the “Company’s Audit Report for the Third Quarter of 2025” was reviewed. | - | - |
| December 17, 2025 | The “A + H Share Audit Plan of the Company for 2025” and the “2025 Internal Control Evaluation Work Plan of the Company” were considered and approved. | The meeting required that the audit firms carry out its work in accordance with the audit plan, ensure audit quality, and effectively guarantee the truthfulness, accuracy, and completeness of the financial data in the annual report. | - |
Annual Report 2025 DFZQ 155
Section IV Corporate Governance, Environment and Society
The main duties of the Audit Committee include: performing duties of the Supervisory Committee as stipulated by the Company Law and other relevant laws and regulations (including to examine the financial affairs of the Company; to supervise the directors and senior management in their performance of their duties and to propose the removal of directors and senior management who have violated laws, administrative regulations, the Articles of Association or the resolutions of the general meetings; demanding rectification from a director or senior management when the acts of such persons are detrimental to the interests of the Company; proposing to convene an extraordinary general meeting and to convene and preside over the general meeting if the Board of Directors fails to do so as required by the Company Law; submitting proposals in the general meeting; initiating litigations against directors and senior management in accordance with the provisions of the Company Law); making recommendations to the Board on the appointment, re-appointment, or replacement of the external auditor (i.e., the accounting firm responsible for the Company's audit), approving the remuneration and engagement terms of the external auditor, and handling any matters related to the resignation or dismissal of the external auditor; supervising the practice of external auditor, urging the external auditor to be honest, trustworthy and diligent, to strictly comply with business rules and industry self-regulation, to strictly implement the internal control system, to verify and validate the Company's financial and accounting reports, to fulfill their obligations of special attention and to prudently express professional opinions; discussing the nature and scope of the audit and related reporting responsibilities with the external auditor prior to the start of the audit; formulating and implementing policies on engaging an external auditor to provide non-audit services. For this purpose, an external auditor shall include any entity that is under common control, ownership or management with the audit firm or any entity that a reasonable and informed third party knowing all relevant information would reasonably conclude to be part of the audit firm nationally or internationally. The Audit Committee shall report to the Board, identifying and making recommendations on any matters where action or improvement is needed; and acting as the representative body between the Company and its external auditor to oversee their relationship; supervising annual auditing work and making judgment on the authenticity, accuracy and completeness of the information set out in the audited financial report and submitting the same to the Board for consideration; monitoring the completeness of the Company's financial statements and annual reports and accounts, interim reports and quarterly reports, and reviewing the material opinions on financial reporting contained in the statements and reports, expressing opinions on the truth, accuracy and completeness of the financial reports, focusing on the major accounting and auditing issues in the Company's financial reports with particular attention to the possibility of fraud, malpractice and material misstatement in relation to the financial reports, and supervising the rectification of issues identified in the financial reports; examining and evaluating the financial supervision and internal control systems of the Company, monitoring and assessing the internal control of the Company and being responsible for the disclosure regarding the
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
internal control evaluation report; supervising and evaluating the Company's internal audit system, accounting policies and the implementation; discussing the internal control system with the management to ensure that the management has performed its duty to have an effective internal control system in place. The discussion shall include the adequacy of resources, staff qualifications and experience, training programs and budget of the Company's accounting and financial reporting function; considering the major investigation findings on internal control matters and the management's response to these findings on its own initiative or as delegated by the Board; being responsible for the communication between the internal and external auditor, so as to ensure co-ordination between the internal and external auditor; ensuring that the internal auditor is adequately resourced and has appropriate standing within the Company; reviewing and monitoring its effectiveness; reviewing the Group's financial and accounting policies and their implementation; reviewing the "Audit Results Letter" presented by the external auditor to the management as well as any material queries raised by the external auditor to the management in respect of accounting records, financial accounts or monitoring system and the management's response; ensuring that the Board responds to the matters raised in the "Audit Results Letter" presented by external auditor to the management in a timely manner; reviewing the following arrangements made by the Company: staff of the Company can raise concerns in confidence about possible improprieties in financial reporting, internal control or other matters; ensuring that proper arrangements are in place for fair and independent investigation of such matters and for taking appropriate action; being responsible for the control and daily management of the related party transactions of the Company; reporting to the Board on the above-mentioned matters; considering the appointment or dismissal of the Company's financial officer; other duties as determined by the Board and other duties as required by the listing rules or regulatory rules of the place where the Company's shares are listed. The Company's Audit Committee, in accordance with the requirements of the "Terms of Reference of the Audit Committee of the Company", fully plays its role in the preparation of annual report and financial report work, and actively fulfills its duties in the preparation, review, and disclosure of the annual report and financial report, to improve the quality and transparency of the disclosure of the annual reports and financial reports. During the Reporting Period, the Audit Committee considered the Company's regular financial reports, audit work reports, and related party/connected transaction proposals, to ensure the truthfulness, accuracy, and completeness of financial reporting and disclosure. In addition, it comprehensively understood the Company's financial position, supervised the conduct of audit work, supervised the implementation of related party/connected transactions, and reviewed the effectiveness of the Company's internal control.
During the Reporting Period, attendance of members of the Audit Committee are as follows:
| Name | Number of actual attendances/number of attendances as required |
|---|---|
| Zhu Kai (Chairman) | 6/6 |
| Liu Wei (Appointed on October 24, 2025) | 2/2 |
| Shi Lei | 6/6 |
| Feng Xingdong | 6/6 |
| Chan Hon | 6/6 |
| Xie Weiqing (Resigned) | 3/3 |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
(v) During the Reporting Period, the Remuneration and Nomination Committee convened three meetings
| Date | Content | Key opinion and recommendation | Performance of other duties |
|---|---|---|---|
| March 28, 2025 | The “Proposal on Conducting the 2024 Annual Performance Evaluation of the Company’s Directors”, the “Proposal on Conducting the 2024 Annual Performance Evaluation of the Members of the Company’s Leadership Team”, the “Proposal on the Company’s and the Leadership Team Members’ 2025 Operating Performance Assessment Targets”, the “Report on the 2024 Performance Evaluation and Remuneration of the Company’s Directors”, the “Report on the 2024 Performance Evaluation and Remuneration of the Company’s Senior Management”, and the “Proposal on Adjusting the Allowances for the Company’s Independent Directors” were considered and approved. | The meeting required the Company, in advancing the “Three-Capability Mechanism” reform, to accelerate the implementation of the strategy of strengthening the Company through talent development, and to enhance talent reserves in key areas, particularly those aligned with the Company’s development characteristics. | – |
| August 28, 2025 | The “Proposal on the By-election of a Non-executive Director and a Member of the Audit Committee” was considered and approved. | – | – |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Date | Content | Key opinion and recommendation | Performance of other duties |
|---|---|---|---|
| November 27, 2025 | The “Report on the Review of the Implementation of the Company’s 2023 Remuneration Policy”, the “Proposal on the Implementation of the Reform of the Company’s Wage Determination Mechanism for 2023-2024”, the “Proposal on Formulating the Implementation Plan for the Reform of the Company’s Wage Determination Mechanism for 2025-2027”, the “Proposal on Revising the Assessment, Incentive and Restraint Mechanism Plan for Members of the Company’s Leadership Team”, and the “Proposal on the 2024 Performance-based Remuneration of the Members of the Company’s Leadership Team” were considered and approved. | – | – |
The main duties of the Remuneration and Nomination Committee include: evaluating the structure, size and composition (including skills, knowledge and experience) of the Board at least once a year, assisting the Board in compiling the Board skills matrix and making recommendations regarding any proposed changes to the Board to complement the corporate strategy.
During the Reporting Period, attendance of members of the Remuneration and Nomination Committee are as follows:
| Name | Number of actual attendances/number of attendances as required |
|---|---|
| Wu Hong (Chairman) | 3/3 |
| Zhou Lei (Appointed on March 20, 2026) | 0/0 |
| Li Yun (Appointed on August 29, 2025) | 1/1 |
| Feng Xingdong | 3/3 |
| Luo Xinyu | 3/3 |
| Gong Dexiong (Resigned) | 3/3 |
| Lu Weiming (Resigned) | 2/2 |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
Board diversity policy
The Remuneration and Nomination Committee is responsible for making and reviewing the Board diversity policy, and the expected goals will be discussed and determined annually to implement the diversity of the Board and recommend the goals to the Board for adoption. The Company has formulated the "Board Diversity Policy of DFZQ", which has been published on the Company's official website. When the Remuneration and Nomination Committee is considering the composition of the Board, it ensures the balance between executive Directors and non-executive Directors (including independent non-executive Directors) while considering the diversity of the Board members from multiple aspects, including but not limited to the gender, age, cultural and educational background, professional experience of the Directors, as well as the business characteristics and future development needs of the Company. As at the date of this report, the composition of the Board at the diversity level is summarised as follows: (1) Gender: Among the existing 15 Directors, 14 are male and 1 is female; (2) Education background: Among the existing 15 Directors, 5 have a doctoral degree, 7 have a master's degree and 3 have a bachelor's degree; and (3) Position: Among the existing 15 Directors, 3 are executive Directors, 6 are non-executive Directors, 5 are independent non-executive Directors and 1 is employee Director. The Board has a diverse composition. During the Reporting Period, the Remuneration and Nomination Committee has considered the Board diversity policy and believes that the current composition of the Board meets the above requirements for diversity. All appointments of members of the Board will continue to focus on the efficiency and performance of the Board while fully reflecting the benefits of Board diversity.
Nomination policy for Directors
Pursuant to Articles 92 and 122 of the Articles of Association, the list of director candidates shall be submitted to the general meeting for approval in the form of a proposal. The Board, the Audit Committee, as well as shareholders who individually or collectively hold more than 1% of the Company's shares, have the right to submit proposals to the Company. Shareholders who individually or collectively hold more than 1% of the Company's shares may submit temporary proposals in writing to the convener at least 10 days prior to the general meeting. The convener shall, within 2 days of receiving the proposal, issue a supplementary notice of the general meeting, announce the content of the temporary proposal, and submit it to the general meeting for consideration.
When the Remuneration and Nomination Committee considers the selection of Directors, president and other senior management, it shall actively communicates with the relevant departments of the Company to analyze the requirements of the Company and produce written reports; the Remuneration and Nomination Committee may search extensively for candidates within the Company, its holding (associate) enterprises and the human resources market; collect the information of preliminary candidates about the occupation, academic qualifications, titles, detailed working experience and all part-time work experience, to produce written reports; obtain consent from the nominees regarding the nomination, otherwise they shall not be considered as candidates; convene a committee meeting to review the qualification of preliminary candidate(s); submit to the Board its proposal(s) and relevant information on the candidates one to two months prior to the election of new Director(s) and the appointment of new president and senior management; carry out follow-up work according to the decision and feedback of the Board.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
The Remuneration and Nomination Committee reviews and advises on the selection criteria and procedures for Directors and senior management, including but not limited to the gender, age, cultural and educational background, and professional experience of the Directors; identifies qualified candidates for Directors and senior management, and reviews their qualifications and making recommendations; makes recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors (in particular, the chairman and the president); assesses the independence of independent Directors; supports the Company in conducting regular evaluations of the performance of the Board; analyzes and reviews the performance appraisal and remuneration management system for the Directors and senior management based on the main scope, duties and importance of positions of senior management of the Company and the remuneration level of similar positions in other enterprises.
Appraisal and remuneration management system
The appraisal and remuneration management system includes but is not limited to performance appraisal criteria, procedures, and the main appraisal system, as well as the principal plans and systems regarding incentives and penalties. The Remuneration and Nomination Committee is responsible for making recommendations to the Board in terms of the overall appraisal and remuneration management system and structure for the Company's Directors and senior management, and the establishment of proper and transparent formulation procedures of the remuneration policy; reviewing and approving the management's proposal on remuneration based on the corporate goals and objectives set by the Board; making recommendations to the Board on the remuneration of executive Directors and senior management. The above-mentioned remuneration includes non-monetary benefits, retirement allowance and compensation (including compensation for any loss or termination of office or appointment); making recommendations to the Board on the remuneration for each non-executive Director; considering the remuneration package, time commitment and duties of similar companies and other employment terms of other positions within the Group; reviewing and approving the compensation to executive Directors and senior management for any loss or termination of office or appointment, so as to ensure that such compensation is consistent with the contractual terms; if such compensation is not consistent with the contractual terms, ensuring that it is fair, reasonable and not excessive; reviewing and approving compensation arrangements relating to the dismissal or removal of Directors for their misconduct, so as to ensure that such arrangements are consistent with the contractual terms; if such compensation is not consistent with the contractual terms, ensuring that it is reasonable and appropriate; ensuring that no Director or his/her associate (as defined in the "Hong Kong Listing Rules") is involved in the determination of his/her own remuneration; evaluating and making recommendations on the performance of duties by the Directors, president and other senior management; reviewing the execution of the remuneration and appraisal system of the president and other member of the senior management; and other duties as determined by the Board and as required by the listing rules or regulatory rules of the place where the Company's shares are listed.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
Employee diversity policy
The Company strictly complies with applicable laws, regulations and regulatory requirements, and has established three core principles for its diversity policy, namely "equal opportunity and non-discrimination", "inclusion and respect" and "merit-based selection". The Company's diversity policy mainly includes the following: (1) promoting gender equality, paying close attention to the career development needs of female employees, and providing female employees with equal platforms for promotion and professional growth; (2) optimising the talent structure by actively recruiting talents from different regions, educational backgrounds and professional fields, thereby enriching workforce diversity and stimulating organisational innovation and vitality; (3) building an inclusive environment by safeguarding equal employment rights of ethnic minorities, non-Chinese Mainland employees and various disadvantaged groups, and providing necessary care and support; and (4) ensuring equal development opportunities so that all employees have fair access to training resources, career development pathways and incentive opportunities.
(vi) During the Reporting Period, the special committees of the Board did not have any objections.
VI. THE AUDIT COMMITTEE HAD NO OBJECTION TO THE SUPERVISION MATTERS DURING THE REPORTING PERIOD.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
VII. INFORMATION ON THE STAFF OF THE PARENT COMPANY AND MAJOR SUBSIDIARIES AS AT THE END OF THE REPORTING PERIOD
(i) Staff
As at the end of 2025, the Company had 8,316 employees in service (including senior management), including 6,333 employees in the parent company and 1,983 in its wholly-owned and controlling subsidiaries. The Company realises the diversity of all employees (including senior management) in terms of gender, age, cultural and educational background, professional experience, skills and knowledge.
| Number of staff | |
|---|---|
| Number of staff employed by the Parent Company | 6,333 |
| Number of staff employed by the major subsidiaries | 1,983 |
| Total number of staff employed | 8,316 |
| Number of retired workers the Parent Company and its major subsidiaries should bear costs for | - |
Professional composition
| Type | Number of staff |
|---|---|
| Business staff (including brokers) | 6,365 |
| Financial staff | 264 |
| Information technology staff | 765 |
| Others | 922 |
| Total | 8,316 |
Education
| Type | Number of staff |
|---|---|
| Doctorate | 107 |
| Master's degree | 3,237 |
| Bachelor's degree | 4,487 |
| College diploma and below | 485 |
| Total | 8,316 |
Gender composition
| Type | Number of staff |
|---|---|
| Male | 4,373 |
| Female | 3,943 |
| Total | 8,316 |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
(ii) Remuneration policies
The Company implements a market-oriented and performance-based remuneration system to ensure that remuneration reflects the value of positions, performance contributions and market rates. Adhering to the concept of stable operation, the Company closely integrates remuneration management with risk management, and has formulated an incentive and restraint mechanism that matches risk levels, characteristics and duration to ensure the effective implementation of comprehensive risk management. It ensures the effective coordination between the remuneration restraint mechanism and compliance management, and prevents compliance risks arising from excessive and short-term incentives. The Company incorporates professional conduct, honest practice, effectiveness of compliance risk control, performance of social responsibility, quality of customer services and long-term interests of shareholders into its remuneration management, and establishes and improves remuneration management based on business characteristics to improve the ability to serve the real economy and national strategies. The Company practices the industry culture of "compliance, honesty, professionalism and stability", and integrates it into its remuneration management. We rely on high quality talents with both integrity and ability to create value for the Company and the society, and promote the sustainable development of the Company and the industry. The Company continues to deepen the two-way linkage between remuneration, economic benefits and labor efficiency levels, continuously optimizes and standardizes the order of income distribution, deepens the performance concept of value contribution and performance output, and continues to improve the performance incentive mechanism.
The Company has strictly implemented the requirements related to the management of total wages, and continued to deepen the two-way linkage between labor costs, economic benefits and per capita efficiency, ensuring healthy and robust labor cost management and steady improvement in per capita efficiency. The total labor costs of the Company for 2025 reached approximately RMB5.53 billion, representing an increase of 9.9% as compared with the previous year. The labor cost per employee amounted to approximately RMB647 thousand, representing an increase of 10.8% over the previous year, which was mainly due to the rapid performance growth achieved by the Company in 2025, including an increase of 68% in net profit over the last year, and an increase of 70% in net profit attributable to the Parent company per capita over the last year. In addition, the cost of social security, provident fund and other benefits increased rigidly with the adjustment of the social security base. The Company will constantly normalize labor cost management at all levels, reasonably regulate salary level, and efficiently complete internal salary distribution in accordance with the relevant laws and regulations, in order to continuously improve per capita efficiency and the input and output management of labor cost and actively enhance organizational effectiveness.
Pursuant to applicable laws and regulations, the Company enters into a labor contract with each of its employees to establish an employment relationship. The labor contract contains the provisions relating to a contract term, working hours, rest and vacation, labor remuneration and insurance benefits, labor protection and conditions, as well as modification and termination of the contract.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
Under applicable laws and regulations, the Company purchased various social insurance policies (pension insurance, medical insurance, unemployment insurance, work-related injury insurance and maternity insurance) and established a housing provident fund for its employees. It made contributions to the above social insurance and housing provident fund on time and in full. Meanwhile, the Company, in accordance with the applicable PRC regulations, also established a corporate annuity system and supplementary medical insurance system, which provided supplementary pension and medical protection to employees.
(iii) Training plans
During the Reporting Period, in alignment with the operation plan formulated at the beginning of the year, employees' development needs and the requirements of industry culture development, and centering on the medium – and long-term mission of “focusing on capacity building and systematically creating a strong engine for talent development”, the Company delivered management and professional training activities on a classified and tiered basis, fully leveraged internal and external training resources with innovative formats, and developed a number of brand training projects with distinctive Oriental characteristics, thereby continuously enhancing its talent development system. During the year, nearly 600 internal training activities were conducted, with over 150 thousand employee attendances, and over 270 external training activities were organised, with more than 1,100 attendances.
In 2026, in conjunction with the Company's new round of strategic planning objectives, training work will continue to focus on the aforesaid medium – and long-term mission of “focusing on capacity building and systematically creating a strong engine for talent development”. Upholding the key value orientation of “aligning with strategy at the top and supporting business at the operational level”, and leveraging the outcomes of the Company's talent review, the Company will continue to deliver management and professional training activities with distinctive Oriental characteristics on a classified and tiered basis. The Company will further consolidate best practices in strategic operations, refine competency standards for key positions, and progressively establish a talent supply chain mechanism. First, the Company will continue to strengthen the development of its management pipeline and conduct specialised management training activities in a timely manner; second, it will focus on business empowerment and the accumulation of organisational experience, so as to transform knowledge assets into sustainable competitive advantages; and third, it will continuously enrich its training resources to provide employees with more targeted and diversified learning opportunities.
(iv) Labor outsourcing
Some functional departments, branches and subsidiaries of the Company use labor outsourcing to engage in some affairs and auxiliary work according to their own needs. In accordance with the requirements of the Civil Code and other national laws and regulations, the Company enters into service agreements with labor outsourcing companies and regulates the management of service quality.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
(v) Client solicitation and client services by the brokers entrusted by the Company
The Company adopts a custodian agency management mode for the management of brokers. As at the end of the Reporting Period, there were 376 brokers in service.
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By integrating the resources, the Company has established a securities brokers’ management platform and built a securities brokers team under the brokers’ management system. At the same time, by cultivating the brokers’ abilities of marketing services and improving the service to the investors, the Company has achieved effective risk control, which in turn will promote a sound and steady development for the Company’s brokerage business.
-
The brokers who engage in the activities such as customer solicitations and customer service authorized by the Company shall enter into an agency contract with the Company, for the natural person (other than a corporation), the term of the agency contract is one year.
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Securities brokers are subject to the management of the Company. Based on compliance management, the securities brokers’ management will fully respect the reasonable career development demands and legal interests of the securities brokers.
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In the course of engaging customer solicitation and customer service, the securities brokers should not only process within the Company’s authority, but also should strictly abide by the laws, administrative regulations, the regulations of regulatory agencies and administrative departments, self-discipline rules and professional ethics, and comply with the relevant rules and regulations of the Company.
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The training for securities brokers: The securities brokers of the Company should carry out the training and study work in accordance with the requirements of the Securities Industry Association. Before carrying out business practice, the brokers should attend training for not less than 60 hours, of which compliance training not less than 20 hours. Furthermore, the brokers should complete the annual followup practice training and study work conscientiously, and pass the annual inspection of the association. After completing the learning and examinations of corporate compliance, anti-money laundering and employee practice and information security, the brokers should summarize and file the relevant training records and evaluation results and then report as required.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
VIII. PROPOSAL ON PROFIT DISTRIBUTION OR ON TRANSFER OF CAPITAL RESERVE FUND INTO SHARE CAPITAL
(i) Formulation, implementation or adjustment of cash dividends policy
In strict compliance with Article 222 of the Articles of Association, and adhering to the principle of "the same shares entitled to the same rights and dividends", the Company allocates its profit as per the shareholders' proportions of shareholding in the Company. The Company implements a sustainable and stable profit distribution policy, and places a great emphasis on the reasonable investment returns of its investors as well as the long-term development of the Company.
The Company formulated a clear profit distribution policy as stated in the Articles of Association: "The Company shall distribute its dividends in cash or in shares, and adopts cash dividends as its priority dividends distribution policy, which enables the shareholders to share the growth and development results of the Company and receive reasonable investment returns, by considering factors such as its development stage and capital requirements. Subject to the compliance with the profit distribution principle and cash dividends conditions, the Company may also distribute interim cash dividends. The profit distributed by the Company shall not exceed its accumulated distributable profits. Profit distributed in cash in a single year shall be no less than 30% of the distributable profit of that year."
The profit distribution plan proposed by the Board of Directors shall be passed by a majority of the Directors before it is submitted to the general meeting for consideration and approval. If the independent Directors consider that the specific plan of cash dividend distribution may damage the interests of the listed company or minority shareholders, they shall have the right to express independent opinions. If the Board has not adopted or has not fully adopted the opinions of the independent Directors, it shall record the opinions of the independent Directors and the specific reasons for not adopting them in the resolution of the Board and disclose them. If profit distribution plan for the current year can be decided in compliance with the existing cash dividends policy or as per the minimum proportion of cash dividends, the profit distribution plan shall be passed by more than a half of the voting rights held by shareholders (including their proxies) present at the general meeting.
Where the Company needs to adjust its profit distribution policy in light of industrial regulatory policies, business operations, investment plans and long-term development of the Company, or due to significant changes in the external operating environment or business operations of the Company, the adjusted profit distribution policy shall not violate relevant laws and regulations and relevant requirements of the CSRC and the stock exchanges. The proposal on the adjustment to the profit distribution policy shall be formulated by the Board of Directors based on the operating condition of the Company and relevant regulations and policies and approved by more than a half of all Directors, and it shall be submitted to the general meeting for consideration. The proposal on the adjustment to the profit distribution policy shall be approved by more than two thirds of the voting rights represented by the shareholders (including their proxies) present at the general meeting, and the Company shall provide an online voting system to facilitate the shareholders to vote on the relevant proposal.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
The 2024 profit distribution plan of the Company was implemented on June 27, 2025 by way of cash dividend. Based on the total share capital of the Company as at the end of 2024, after deducting shares in the special account for repurchase, a cash dividend of RMB1.00 (inclusive of tax) for every 10 shares was distributed to A Shareholders and H Shareholders who are registered on the record date of dividend distribution, with a total cash dividend of RMB846 million.
The 2025 interim profit distribution plan of the Company was implemented on October 28, 2025 by way of cash dividend. Based on the total share capital of the Company as at the end of June 2025, after deducting shares in the special account for repurchase, a cash dividend of RMB1.2 (inclusive of tax) for every 10 shares was distributed to A Shareholders and H Shareholders who are registered on the record date of dividend distribution, with a total cash dividend of RMB1.012 billion.
The profit distribution plan of the Company was submitted to the general meeting of the Company for consideration and approval after being considered and approved by the Board of the Company. When the above proposal was considered at the general meeting, separate votes were counted for minority shareholders.
The profit distribution policy implemented by the Company is in compliance with laws and regulations, the Articles of Association and the provisions of the "Shareholders' Returns Plan for the Next Three Years (2023 - 2025) of 東方證券股份有限公司", the criteria and ratio of dividend distribution are clear and well-defined, and the relevant decision-making procedures and mechanisms are complete; the independent Directors have performed their duties and responsibilities in the decision-making on profit distribution, and the legitimate rights and interests of minority shareholders have been fully safeguarded.
(ii) Specific explanation on cash dividends policy
| Was it in compliance with the requirements of the Articles of Association and the resolution of the general meeting | ☑ Yes ☐ No |
|---|---|
| Was the dividend distribution criteria and proportion well-defined and clear | ☑ Yes ☐ No |
| Was the related decision-making process and mechanism in place | ☑ Yes ☐ No |
| Did independent Directors fulfill their duties and play their roles | ☑ Yes ☐ No |
| Were the minority shareholders given opportunities to sufficiently voice their opinions and make requests and were their legal interests fully protected | ☑ Yes ☐ No |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
(iii) During the Reporting Period, there was no instance where the Company records profits and the Parent Company records positive retained profits for distribution to shareholders of ordinary shares but there is no proposal for profit distribution in cash.
(iv) Proposal on profit distribution and transfer of capital reserve fund into share capital during the Reporting Period
| Unit: 100 million | Currency: RMB | |
|---|---|---|
| Dividend for every 10 shares (RMB) (tax inclusive) | 2.00 | |
| Amount of cash dividend (tax inclusive) | 16.87 | |
| Net profits attributable to holders of ordinary shares of the Company in the consolidated financial statements | 56.34 | |
| Percentage of cash dividend to the net profits attributable to holders of ordinary shares of the Company in the consolidated financial statements (%) | 29.95 | |
| Amount of interim dividend (tax inclusive) | 10.12 | |
| Amount of share repurchase by cash included in cash dividends | 0.00 | |
| Total amount of dividend (tax inclusive) | 26.99 | |
| Percentage of the total amount of dividend to the net profits attributable to holders of ordinary shares of the Company in the consolidated financial statements (%) | 47.91 |
(v) Cash dividends for the last three fiscal years
| Unit: 100 million | Currency: RMB | |
|---|---|---|
| Total cumulative amount of cash dividend (tax inclusive) for the last three fiscal years (1) | 54.46 | |
| Total cumulative amount of shares repurchased and canceled for the last three fiscal years (2) | 0.00 | |
| Total cumulative amount of cash dividend and shares repurchased and canceled for the last three fiscal years (3)=(1)+(2) | 54.46 | |
| Amount of annual average net profit for the last three fiscal years (4) | 39.13 | |
| Percentage of cash dividends for the last three fiscal years (%) (5)=(3)/(4) | 139.18 | |
| Net profits attributable to holders of ordinary shares of the Company in the consolidated financial statements for the last one fiscal year | 56.34 | |
| Undistributed profit as at the year end in the financial statements of the Parent Company for the last one fiscal year | 77.04 |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
IX. THE COMPANY'S SHARE INCENTIVE SCHEME, EMPLOYEE STOCK OWNERSHIP PLAN OR OTHER EMPLOYEE INCENTIVES AND THEIR IMPACTS
H Share Employee Stock Ownership Plan of the Company
1. Overview of the H Share Employee Stock Ownership Plan
In order to establish and improve the benefit co-sharing mechanism between employees and the Company, improve the cohesion among employees and the competitiveness of the Company, attract and retain quality talents, promote the long-term, sustainable and healthy development of the Company, and maximize the interests of the Company, shareholders and employees, the Company implemented the H Share Employee Stock Ownership Plan in 2020.
At the 20th meeting of the 4th session of the Board, the 15th meeting of the 4th session of the Supervisory Committee and the 2020 first extraordinary general meeting, the Proposal in relation to the Employee Stock Ownership Plan (Draft) and Abstracts of 東方證券股份有限公司 and the Proposal in relation to the Authorization to the Board to Fully Handle Matters Related to the Employee Stock Ownership Plan were considered and approved. On July 7, 2020, the 4th plenary meeting of the third session of the employee congress of the Company was convened, at which the Proposal in relation to the Employee Stock Ownership Plan (Draft) and Abstracts of 東方證券股份有限公司 was considered and approved. The Employee Stock Ownership Plan of the Company has 3,588 participants, and the total amount of funds raised is RMB316,657,000, of which the subscription amount of Directors, Supervisors and senior management personnel of the Company accounts for 8.27% of the total amount of the Employee Stock Ownership Plan. The funds of the Employee Stock Ownership Plan shall be paid by the employees with their lawful remunerations, self-raised funds and other sources as permitted under the laws and regulations. China Universal was entrusted to manage the Employee Stock Ownership Plan as the asset management agency.
On July 23, 2020, the first meeting of the holders of the Company's Employee Stock Ownership Plan was convened through online voting, at which the Proposal on Election of Members of the Employee Stock Ownership Plan Management Committee of 東方證券股份有限公司 and the Proposal on Authorizing the Employee Stock Ownership Plan Management Committee of 東方證券股份有限公司 to Handle Matters Related to the Employee Stock Ownership Plan were considered and approved.
The H Share Employee Stock Ownership Plan of the Company has completed the acquisition of all subject shares and relevant transfer and registration on December 24, 2020. In particular, "DFZQ ESOP Single Asset Management Scheme No. 1" and "DFZQ ESOP Single Asset Management Scheme No. 2" acquired a total of 65,906,800 H shares of the Company in the secondary market, accounting for 0.942% of the total share capital of the Company and 6.417% of the H share capital of the Company, at total consideration of RMB0.30 billion, and the remaining fund will be used for liquidity management.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
According to the Employee Stock Ownership Plan of 東方證券股份有限公司, the lock-up period of the subject shares purchased under the H Share Employee Stock Ownership Plan of the Company shall be 12 months, which was expired on December 24, 2021. The Company's H Share Employee Stock Ownership Plan shall have a term of 5 years commencing from the date of consideration and approval of this Employee Stock Ownership Plan at the general meeting of the Company (July 13, 2020). The term of the Employee Stock Ownership Plan may be extended upon consideration at a meeting of the holders of the Employee Stock Ownership Plan and submission to the Board of the Company for approval. If the term of the Employee Stock Ownership Plan is not validly extended upon expiry, the Employee Stock Ownership Plan shall be terminated automatically.
- Total number of shares held under the Employee Stock Ownership Plan during the Reporting Period and as a percentage of the total share capital of the Company
The H Share employee stock ownership plan has expired and terminated on July 12, 2025, and no longer holds any H Shares of the Company.
- Sources of funds for implementation of the plan during the Reporting Period
The funds of the employee stock ownership plan shall be paid by the employees with their lawful remunerations, self-raised funds and other sources as permitted under the laws and regulations.
- Change of asset management agency during the Reporting Period
During the Reporting Period, there was no change of asset management agency of the Company's employee stock ownership plan.
- Disposal of shares held by the holders of the employee stock ownership plan when they resign, retire, decease, or are no longer suitable for participating in the stock ownership plan or other disposal other than those mentioned above
During the Reporting Period, the Company acted strictly in accordance with the provisions of the employee stock ownership plan in the event that the holders become unsuitable to participate in the employee stock ownership plan during the validity period of the plan.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
- Changes in the composition of the management committee of the employee stock ownership plan During the Reporting Period, there was no change in the composition of the management committee of the employee stock ownership plan of the Company.
The Company had no other incentive measures during the Reporting Period.
- There were no equity incentives granted to Directors or senior management during the Reporting Period.
- Establishment and implementation of performance appraisal and incentive mechanisms for senior management during the Reporting Period
During the Reporting Period, the Company set performance targets and conducted performance appraisals for senior management based on their respective responsibilities. The third meeting of the Remuneration and Nomination Committee of the sixth Board of the Company in 2025 and the eleventh meeting of the sixth Board of the Company reviewed and approved the Scheme on the Assessment, Incentive and Restraint Mechanism Plan for Senior Management (2025 Revision). The Company manages the remuneration of the senior management in accordance with this system, which is implemented after review by the Remuneration and Nomination Committee.
X. ESTABLISHMENT AND IMPLEMENTATION OF INTERNAL CONTROL SYSTEM DURING THE REPORTING PERIOD
(i) Board's representation
The Board of the Company is responsible for establishing, improving and effectively implementing internal controls, assessing their effectiveness and disclosing the assessment report on internal control in a truthful manner in accordance with the requirements under the Enterprise Internal Control Standard System. The Audit Committee supervises the establishment and implementation of internal control by the Board. The management is responsible for organizing and leading daily operations of corporate internal control. The Company's Board and its Directors, senior management warrant that the contents in this report do not contain any false representations, misleading statements or material omissions, and severally and jointly take legal responsibility for the truthfulness, accuracy and completeness of the contents contained herein.
The objectives of the Company's internal control are to reasonably guarantee the compliance of its operations and management with the laws, assets security, and the truthfulness and completeness of financial reports and relevant information so as to enhance its operational efficiency and results as well as facilitate in realizing its development strategies. Due to the inherent limitations in internal control, only reasonable guarantees can be provided for achieving the above mentioned objectives. In addition, projections on effectiveness of internal control in the future based on internal control appraisal results are subject to the certain risk that internal control may become inadequate due to changes in conditions, or that the degree of compliance with the control policies and procedures may deteriorate.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
(ii) Establishment of risk management and internal control institutions
The Company has established a scientific and efficient internal control structural system. The institution consists of the Board, management, functional management departments and business operations departments, each with its definite scope of work and duties.
The Board of the Company shall be responsible for the effectiveness of internal control of the Company. Besides, it has set up special committees, including the Compliance and Risk Management Committee and the Audit Committee, to comprehensively supervise the effective implementation and self-evaluation of internal control. The Chief Compliance Officer is responsible for enforcing the strategies and policies of the compliance management and submitting compliance reports to the Board. The Audit Committee of the Company is responsible for supervising the establishment and implementation of internal control by the Board. The Company's management is responsible for organizing and leading the daily operations of its internal control.
The functional departments for internal control and management mainly include the compliance and legal management department, risk management department, audit center, strategic development department, office of discipline inspection, system research and development department, system operation department and human resources management department, which are responsible for the specific implementation of internal control works and assessment on the soundness and effectiveness of each internal control system. Each of the Company's functional departments, branches and subsidiaries serves as the implementation unit for internal control. The Company designates a special person to oversee the improvement and evaluation on the internal control system for his own unit.
(iii) Establishment and improvement of risk management and internal control system
During the Reporting Period, based on the work of last year together with the assessment on internal control of the Company, the Company commenced a thorough review and improvement of its systems relating to corporate governance, principal businesses and compliance and risk management. A number of internal regulations and systems were formulated and revised, with the goal to further refine the internal control system, regulating the business procedures and ensuring that internal control covers the Company's various business links and the whole process of management decision-making, execution and supervision.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
During the Reporting Period, according to the new regulations issued by regulatory authorities at different levels and based on the requirements related to corporate governance, the Company updated and improved the internal control systems, mainly including the Articles of Association of Orient Securities Company Limited (Revised in 2025), the Independent Director System of Orient Securities Company Limited (Revised in 2025), the Measures for Administration of Related Transactions of Orient Securities Company Limited (Revised in 2025), the Measures for Administration of Fund Raising of Orient Securities Company Limited (Revised in 2025), the Measures for External Guarantees of Orient Securities Company Limited (Revised in 2025), the Independent Director System of Orient Securities Company Limited (Revised in 2025), the Basic System for Comprehensive Risk Management of Orient Securities Company Limited (Revised in 2025), the Implementation Rules for Internal Control Evaluation of Orient Securities Company Limited (Revised in 2025), the Measures for Information Segregation Wall of Orient Securities Company Limited (Revised in 2025), the Implementation Rules for Compliance Accountability of Orient Securities Company Limited (Second Revision in 2025), the Measures for Systems of Orient Securities Company Limited (Revised in 2025), the Measures for Management of Subsidiaries of Orient Securities Company Limited (for trial), and the Measures for Management of Subsidiaries of Orient Securities Company Limited, etc.
(iv) Basis of building internal control over financial reports
The Company has established and improved a sound internal control system over financial reports based on the Basic Norms for Enterprise Internal Control and Corresponding Guidelines for Enterprise Internal Control issued jointly by the Ministry of Finance of the PRC, CSRC, National Audit Office of the PRC, China Banking Regulatory Commission and China Insurance Regulatory Commission, the Guidelines for Internal Control of Securities Companies issued by the CSRC, and Guidelines of SSE for the Internal Control of Listed Companies issued by the SSE.
During the Reporting Period, considering industrial features and actual conditions of the Company, the Company sorted out and improved its financial accounting management system in strict accordance with the Company Law, Accounting Law, Accounting Standards for Business Enterprises, Standardization of Basic Work of Accounting, Financial Rules for Financial Enterprises, Basic Norms for Enterprise Internal Control and other relevant laws and regulations in the PRC. The financial reports prepared by the Company comply with accounting standards, and give a true, accurate and complete view of its financial positions, operating results, cash flow and other relevant information. According to the Articles of Association and relevant provisions, the Company's Audit Committee and external auditor effectively inspected and supervised the Company's financial positions and issued professional audit opinions on its financial reports.
During the Reporting Period, the sound system of internal control over financial reports of the Company ran well and could ensure the quality of financial reports and high reliability of financial information.
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Section IV Corporate Governance, Environment and Society
(v) Operations of risk management and internal control system
As at the end of the Reporting Period, the Company has established an internal control system which fully covered its departments, branches and subsidiaries. In accordance with the requirements of the Basic Norms for Enterprise Internal Control (企業內部控制基本規範), the Guidelines for the Evaluation of Enterprise Internal Control (企業內部控制評價指引), the Guidelines for Internal Control of Securities Companies (證券公司內部控制指引), Internal Control Guidelines for Bond Investment and Trading Business of Securities Fund Operating Institutions (證券基金運營機構債券投資交易業務內部控制指引) and Guidelines on Internal Control of Investment Banking Business of Securities Companies (證券公司投資銀行類業務內部控制指引) and other relevant laws and regulations, the Company sorted out the systems and business procedures of its departments, branches and subsidiaries, updated regularly in accordance with external laws and regulations, company systems and business updates. During the Reporting Period, the overall operation of the Company's internal control system was good, and an internal control system appropriate to the nature, scale and complexity of the business has been established, which can reasonably ensure the legality and compliance of the Company's operation and management, asset safety and the truthfulness and completeness of financial reports and related information, and improve operating efficiency and effectiveness.
(vi) Conclusion of risk management and internal control evaluation
Pursuant to the requirements of the Basic Norms for Enterprise Internal Control, the Guidelines for the Evaluation of Enterprise Internal Control, the Guidelines for Internal Control of Securities Companies and the Guidelines of SSE for the Internal Control of Listed Companies and other relevant laws and regulations, the Company evaluated the effectiveness of the design and implementation of its internal control as at December 31, 2025 and issued the 2025 Evaluation Report on Internal Control. The Compliance and Risk Management Committee of the Board makes analysis and independent assessment on the adequacy and effectiveness of the Group's risk management and internal control system. During the Reporting Period, the internal control system of the Company operated effectively and performed a meaningful function in the management and control of all key aspects of the Company's operation and management, which provided guarantee for the healthy operation of the Company's businesses and the control of operational risks, and reasonably ensured the reliability of financial reports, the legitimacy of business operations, and the efficiency and effectiveness of operations.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
According to the identification of significant defects in internal control over its financial reports and non-financial reports, the Company did not discover any significant defects in internal control as at the baseline date of internal control evaluation report.
From the baseline date of internal control evaluation report to the date of issue of such internal control evaluation report, there were no significant changes in internal control that may have a substantive effect on the conclusion of evaluation.
(vii) Work plan of the Board on internal control for 2026
In order to guarantee the Company's internal control being appropriate to its operational scale, business scope, competition situation and risk level, based on its own development needs and in accordance with the requirements under the Basic Norms for Enterprise Internal Control and the guidelines thereof, the Company will make continuous adjustment to and improvement in internal control management and further enhance the promotion and training of internal control standards so as to constantly improve the Company's internal control and risk management level in 2026.
There were no material deficiencies in the Company's internal controls during the Reporting Period.
XI. ESTABLISHMENT OF THE COMPLIANCE MANAGEMENT SYSTEM OF THE COMPANY
The Company has established and continuously improved its "horizontal to the edge, vertical to the end" compliance management system, which comprehensively covers all business and operational management activities and strictly implements various compliance management systems. Vertically, the system clearly defines the management responsibilities and primary responsibilities at all levels, from the board of directors (including its subordinate compliance and risk management committee), the management level, the compliance officer and the compliance and legal management headquarters, to each subordinate unit (including various departments, branches, and subsidiaries), their internal front-line compliance management personnel, and all employees.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
During the Reporting Period, the Company focused closely on strategic planning and organizational structure optimization, further consolidating and deepening the development of its compliance management system. Firstly, we have consolidated the compliance management mechanism across headquarters, branches and subsidiaries, strengthening integrated compliance oversight of subsidiaries. Secondly, we vigorously promote the corporate-wide compliance culture of "upholding ethical boundaries and maintaining reverence for regulations" and establish a "Compliance Outreach Team" to deliver training directly from the compliance headquarters to frontline operations, covering all business lines and key regions. Further, we regularly publish the Compliance Weekly and Compliance Express, and conduct thematic compliance and risk control awareness campaigns each month to cultivate a fertile ground for integrity and ethical conduct. Thirdly, we optimized the corporate institutional framework by establishing an annual assessment review mechanism, publishing the Guidelines for Institutional Drafting and Review, and launching a new intelligent regulatory platform. This enables automated push notifications for key regulatory rules, structured management of internal policies, and multi-dimensional intelligent searches. We developed a rule-case correlation map to empower full lifecycle governance of institutional frameworks, thereby fortifying the foundational safeguards of corporate systems. Fourthly, we strengthened risk identification and resolution by adopting a risk-oriented approach. This involved establishing a dynamic risk register, developing standardized compliance inspection templates, and conducting over 40 compliance inspections throughout the year across all business lines. Accountability measures were further intensified through revisions to the Implementation Measures for Compliance Accountability, upholding the principle that failures to fulfil responsibilities will be investigated and that accountability will be strictly enforced. Fifthly, we have continuously enhanced specialized compliance capabilities by establishing the Four-tier Response Mechanism for Managing Abnormal Client Trading Behavior. We have organized revisions to the Information Firewall Management Measures and the Staff Professional Conduct Monitoring Management Measures, while comprehensively updating our anti-money laundering internal control systems. Sixthly, we leveraged digitalization to empower compliance management, completing 15 functional upgrades to the compliance management platform. We continuously optimized specialized systems for anti-money laundering, information barriers, and employee investment conduct, while exploring the deployment of AI-powered compliance assistants. During the Reporting Period, the Company's compliance management system operated effectively, providing robust safeguards for stable business operations and high-quality development.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
XII. MANAGEMENT AND CONTROL OF SUBSIDIARIES DURING THE REPORTING PERIOD
The Company governed its subsidiaries based on the principles of legality, marketization, and intensive management. It diligently fulfilled its responsibilities as a major shareholder, empowering subsidiaries to leverage their innovative capacity and operational potential as market entities. The Company emphasized the collaboration of resources such as customers, talents and brands, while implementing centralized and penetrating compliance and risk management oversight, which strongly facilitated standard internal governance and enhanced the operational efficiency of the subsidiaries. Mainly by formulating and implementing the Measures for Management of Subsidiaries, the "One Subsidiary, One Policy" Management Checklist, the Measures for Compliance Management of Subsidiaries, the Measures for Risk Management of Subsidiaries and other system processes, the Company has standardized the management for party building, corporate governance, major events decision making, strategies, personnel, finance, compliance risk and audit of its subsidiaries. The Company has further strengthened its internal control standards with reference to regulatory requirements and has integrated the compliance, internal control and risk management of its subsidiaries at all levels into a unified management system, with vertical management of the compliance and risk management of its subsidiaries.
During the Reporting Period, the strategic objectives and development directions of the subsidiaries were in line with the Company's general development strategies and overall objectives, and the Company's management procedures and control measures over the subsidiaries were appropriate and effective and in line with the requirements of internal and external regulations.
XIII. AUDIT BY THE AUDIT DEPARTMENT OF THE COMPANY
Closely adhering to the decisions and deployments of the Party Committee and the strategic planning of the Company and grounded in its supervision function, the Company's audit center focuses on its main responsibilities and core businesses, consistently adheres to a risk-oriented approach, and continuously advances the full coverage of audit. By rationally allocating resources, optimizing methods and approaches, and actively exploring digital transformation, it has continuously enhanced the effectiveness of audit supervision, effectively empowered business development, and steadily consolidated the achievements of audit system and mechanism reforms. These efforts serve to support and ensure the continuous improvement of the Company's operational management level and risk prevention and control capabilities.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
During the Reporting Period, the audit centre completed a total of 161 audit projects, including 50 headquarters-level and subsidiary-level projects and 111 branch-level projects, fully covering various fields such as wealth management business, investment banking business, securities investment business, overseas business, futures business, alternative investment business, fund management, financial management, information barrier management, human resources management, and strategic development, information technology management, connected transactions, and anti-money laundering. In addition, the audit centre led in organizing and completing the Company's annual internal control evaluation and compliance management effectiveness assessment, etc., effectively fulfilling its role in preventing operational risks, promoting standardized management, and strengthening supervision and checks and balances.
XIV. EXPLANATIONS ON THE AUDIT REPORT ON INTERNAL CONTROL
KPMG Huazhen LLP was engaged by the Company to conduct an audit on the Company's internal control and issued an unqualified audit report on its internal control.
For details of the Company's audit report on internal control, please refer to the Audit Report on Internal Control of Orient Securities Company Limited disclosed on the website of the SSE (www.sse.com.cn) on March 27, 2026.
Was the audit report on internal control disclosed: Yes Opinion on the audit report on internal control: Standard unqualified opinion
XV. RECTIFICATION OF SELF-INSPECTED PROBLEMS IN SPECIAL ACTIONS ON CORPORATE GOVERNANCE OF LISTED COMPANIES
During the Reporting Period, the Company was not subject to any self-inspection or rectification related to the special actions on corporate governance of listed companies. The Company continuously enhanced its corporate governance practices in strict accordance with applicable domestic and international laws and regulations, and promoted its high-quality development.
XVI. THE COMPANY IS NOT INCLUDED IN THE LIST OF ENTERPRISES REQUIRED TO DISCLOSE ENVIRONMENTAL INFORMATION IN ACCORDANCE WITH THE LAW.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
XVII. WORK ON SOCIAL RESPONSIBILITIES
(i) Whether to disclose social responsibility report, sustainability report or ESG report separately
The Company is committed to providing high-quality comprehensive financial services under the concept of “Enjoying Beautiful Life” to create long-term value, make responsible investment, adopt a people-oriented approach and contribute to building a harmonious community, thereby creating sustainable and comprehensive value for stakeholders including shareholders, customers, employees, government and regulatory authorities, partners and environmental communities.
For details of the Company’s performance of social responsibility, please refer to the “2025 Sustainable Development Report of DFZQ” disclosed on the website of the SSE (www.sse.com.cn) and the “2025 Environmental, Social and Governance Report of DFZQ” disclosed on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) on March 27, 2026.
(ii) Details of work on social responsibilities
| External donations and public welfare items | Amount/ content | Description |
|---|---|---|
| Total investment (RMB’0000) | 2,936.40 | |
| Including: Funding (RMB’0000) | 2,936.40 | DFZQ donated RMB9.80 million to DFZQ Xindeyizhang Public Welfare Foundation for carrying out projects related to the preservation of Oriental cultural heritage and children’s public welfare projects such as Xindeyizhang Art Classroom |
| Supplies (monetary value) (RMB’0000) | ||
| Number of beneficiaries (persons) | 5,000 |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
XVIII. INFORMATION ON CONSOLIDATING AND EXPANDING THE RESULTS OF POVERTY ALLEVIATION AND RURAL REVITALIZATION
| Poverty alleviation and rural revitalization items | Amount/content | Description |
|---|---|---|
| Total investment (RMB’0000) | 1,916.57 | |
| Including: Funding (RMB’0000) | 1,916.57 | |
| Supplies (monetary value) | ||
| (RMB’0000) | ||
| Number of beneficiaries (persons) | 12,000 | |
| Form of support (e.g. poverty alleviation through industry support, employment support and education support) | Industry assistance, financial assistance, public welfare assistance, knowledge assistance, ecological assistance, consumption assistance, organizational assistance |
Detailed description
The Company has actively implemented the rural revitalization strategy and the "one company, one county" call for assistance, and incorporated "improving the social responsibility system" into the Strategic Plan 2025-2027. It stated that during the new strategic planning period, the Company will continue to operate quality projects such as "Orient Guniang" in areas including industry assistance, striving to build a socially responsible public welfare brand that is "caring, responsible, and accountable", and to become an industry leader in this regard.
As at the end of 2025, the Company and its subsidiaries had signed twinning assistance agreements with 50 areas, including Morin Banner in Inner Mongolia, Wufeng County in Hubei Province, Funing County in Yunnan Province and Qiongzhong County in Hainan Province, to continue to help rural revitalisation. In 2025, the Company and its subsidiaries carried out 76 projects to consolidate poverty alleviation results and promote rural revitalisation, including 9 industry assistance projects, 4 financial assistance projects, 13 consumption assistance projects, 6 public welfare assistance projects, 2 ecological assistance projects, 14 knowledge assistance projects, and 28 organisation assistance projects, with total investment of RMB19.1657 million, thereby contributing to the sustainable development of the twinning assistance areas. In 2025, the Company's Rural Revitalisation Assistance Work Group conducted interim return visits to twinning assistance areas including Qiongzhong County in Hainan Province, consolidating assistance effectiveness through on-site research and further anchoring the direction for subsequent assistance work.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
- Deepening industry assistance to strengthen the "self-sustaining" foundation
The Company adheres to the philosophy of transforming "blood transfusion-style" assistance into "self-sustaining" assistance, focusing on fostering local specialty industries and establishing long-term assistance mechanisms. For nine consecutive years, it has carried out the "Orient Guniang" industry assistance project in Morin Banner in Inner Mongolia, for eight consecutive years, the "Dong Fang Hong Yi Black Tea" industry assistance project in Wufeng County in Hubei Province, and for two consecutive years, the "Orient Coffee" industry assistance project in Qiongzhong County in Hainan Province. Leveraging professional technical support and robust resource integration capabilities, the Company has helped enhance the core competitiveness of local specialty industries and achieve sustainable development through brand building and innovative communication, with a total investment of over RMB5 million in industry assistance in 2025.
- Focusing on habitat improvement to advance rural revitalization
To solidly advance the "Hundred Enterprises Assisting Hundred Villages" rural revitalization demonstration initiative, the Company continuously deepened its paired assistance cooperation with Funing County in Yunnan Province, with a targeted focus on key areas for improving the rural living environment. Through actively raising funds, it prioritized the implementation of infrastructure projects, including the renovation of village building exteriors, the laying of sewage pipelines, the installation of solar streetlights, and the hardening of rural roads. These efforts have effectively enhanced the appearance and overall landscape of Pingmeng Village, Gula Township, Funing County, painting a new picture of an ecologically livable, happy, and harmonious beautiful countryside in the assisted area.
- Strengthening empowerment through education to inherit regional cultural heritage
Leveraging the Shanghai DFZQ Xindeyizhang Public Welfare Foundation, the Company focused on aesthetic education empowerment and cultural heritage. It operated six Xindeyizhang Art Classrooms which systematically carried out characteristic courses and empowerment activities, and successfully held a 10th-anniversary public welfare exhibition and concert, vividly showcasing a decade of philanthropic achievements. Concurrently, the Xindeyizhang Public Welfare Foundation continued to deepen cooperative projects such as "Future Hope Preschool Classes" and "Psychological Carnival", and innovatively launched projects like "Xin Lian Xin", which provides artistic empowerment for children with disabilities, effectively extending the warmth of public welfare to more corners of society.
- Leveraging professional advantages to safeguard agricultural development
Orient Futures, our subsidiary, actively fulfilled its commitment to serving the real economy by fully leveraging its financial expertise, making in-depth research into farmers' actual risk management needs and employing the "insurance + futures" model alongside paired assistance efforts as dual drivers to precisely support rural revitalization. In 2025, Orient Futures invested a total of RMB9.8851 million in assistance funds, including RMB6.6413 million in "insurance + futures" professional assistance and RMB3.2438 million in other paired assistance projects. These efforts effectively mitigate risks in agricultural production and operation, enhance the agricultural industrialization, and continuously strengthen the effectiveness and efficiency of financial support for rural revitalization.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
XIX. IMPLEMENTATION ASSESSMENT REPORT ON CORPORATE VALUE AND RETURN ENHANCEMENT ACTION PLAN
In 2025, the Company actively implemented the requirements of the Corporate Value and Return Enhancement Action Plan. It systematically advanced various key tasks by closely focusing on key directions such as improving operational quality and efficiency, increasing shareholder returns, optimizing investor relations management, and reinforcing the information disclosure quality. Through these efforts, governance effectiveness and operational quality and efficiency was enhanced simultaneously and the overall results was gradually improved.
The Company focused on building a first-class modern investment bank. Guided by the new three-year strategic plan, it firmly concentrated on the three key business areas of "comprehensive wealth management, comprehensive investment banking, and comprehensive institution", promoted the coordinated development of collectivization, digitalization, and internationalization, adhered to the principle of seeking progress while maintaining stability, implemented differentiated strategies, and continuously built differentiated competitive advantages, collectively solidifying the core support for its distinctive, high-quality development. Driven by the dual engines of stable operation and quality/efficiency improvement, the Company registered significant performance growth. Details on business development and operational information can be found in Section III "Report of the Board" of this report.
The Company consistently upholds the value orientation of "investor-centricity", makes shareholder returns a core objective and persistently implements a stable and predictable cash dividend policy. According to the 2025 profit distribution proposal, the Company plans to distribute cash dividends totaling RMB1.687 billion. Combined with the interim dividend of RMB1.012 billion distributed in mid-2025, the total dividends for the year 2025 amount to RMB2.699 billion, accounting for 47.91% of the consolidated net profit attributable to owners of the Parent Company in 2025. The Company's capacity for shareholder returns continues to improve.
In response to periodic fluctuations in the capital market, the Company actively fulfilled its responsibilities as a financial enterprise by promptly initiating a second share repurchase to stabilize market expectations and boost investor confidence. On 6 May 2025, the Board of the Company approved the second share repurchase plan. The repurchase was fully completed by 5 August 2025, with a total of 26,703,157 A Shares repurchased through centralized bidding, representing 0.3143% of the total share capital of the Company, for a total consideration of RMB0.25 billion. Combining these two repurchases, the Company repurchased a total of 61,546,481 Shares, continuously signaling its firm confidence in its long-term value.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
The Company continuously improved the long-term mechanism for market value management and actively promoted a virtuous cycle between market value and intrinsic value. In March 2025, the Company formulated and implemented the Market Value Management System, clearly defining the comprehensive use of the market value management toolkit. This includes the lawful and compliant application of diversified methods such as mergers and acquisitions, equity incentives, cash dividends, investor relations management, information disclosure, and share repurchase to ensure that the investment value of the Company reasonably reflects its intrinsic quality and long-term development potential.
In terms of investor relations management, the Company continuously expanded communication channels and enhanced interaction quality and efficiency. In 2025, the Company successfully held four results briefings and engaged with 463 domestic and international analysts and institutional investors through activities such as organizing analyst meetings, visiting institutional shareholders, participating in securities firm strategy conferences, and hosting on-site and online research activities. Throughout the year, it answered over 300 investor hotline calls, patiently addressing investor inquiries and responding to market concerns. The Company was honored with awards such as "Best Practice in Listed Company Investor Relations Management" by the China Association for Public Companies, which effectively enhanced its market recognition and influence.
In terms of information disclosure, the Company strictly complies with regulatory requirements and continuously enhances compliance awareness and information disclosure quality. In 2025, the Company completed the preparation of regular reports and interim announcements with high quality, continuously optimizing system construction, and effectively improving the transparency, standardization and readability of its information disclosure. The business sectors presented in the 2024 annual report of the Company was restructured around the new three-year strategic goals, highlighting core strengths and introducing visual charts to significantly enhance the report's visual appeal and readability. The 2024 sustainability report of the Company systematically showcased the Company's performance in ESG areas such as green finance, corporate governance, employee care, and public welfare commitment, actively building a transparent, sustainable, and responsible corporate image.
During the Reporting Period, the Company made solid progress on the implementation of its action plan of "corporate value and return enhancement", further solidifying the institutional and governance foundation for the Company's quality development. In the future, the Company will always adhere to value creation as its core, continuously strengthening the dual drivers of development quality and return capability, and constantly improving the level of shareholder returns to create tangible and sustainable long-term value for investors.
Looking ahead, the Company will continue to deepen its commitment to serving major national strategies, steadfastly pursuing the goal of building a first-class modern investment bank. Guided by deepening reforms and capability building as the main drivers, it will continuously solidify its development foundation and drive business transformation and upgrading. The Company is firmly committed to a path of high-quality development characterized by differentiation and distinctiveness, promoting both reasonable quantitative growth and effective qualitative improvement in its operations. In doing so, it strives to make greater contributions to the accelerated development of a first-class modern investment bank and to the advancement of Shanghai's "Five Centers" initiative.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
XX. OTHERS
(i) Company secretaries
As at the end of the Reporting Period, Mr. Wang Rufu and Mr. Ngai Wai Fung are the Company's joint company secretaries. Mr. Ngai Wai Fung is currently the chief executive officer of SWCS Corporate Services Group (Hong Kong) Limited. The Company's main contact person with Mr. Ngai Wai Fung is Mr. Wang Rufu, the joint company secretary of the Company. During the Reporting Period, Mr. Wang Rufu and Mr. Ngai Wai Fung both received no less than fifteen hours of relevant professional trainings as required by Rule 3.29 of the Hong Kong Listing Rules. Mr. Wang Rufu is a member of the New Fortune Hall of Fame for Board Secretaries and the New Fortune Golden Hall of Board Secretaries, and was granted the 5A rating in the 2025 Board Secretary Performance Evaluation by the China Association for Public Companies.
(ii) Compliance with code for securities transactions
The Company has adopted the Model Code as the code for all Directors to conduct the Company's securities transactions. Upon specific enquiry, all Directors confirmed that they had strictly observed standards as specified in the Model Code during the Reporting Period. The Company has also set guidelines, at least as strict as the Model Code, on the Company's securities transactions for relevant employees (as defined under the Hong Kong Listing Rules). The Company has not found any relevant employees violating the said guidelines.
The Board will, from time to time, examine the corporate governance and operation of the Company to comply with the relevant provisions of the Hong Kong Listing Rules and protect the interests of shareholders.
(iii) Directors' and auditor's responsibilities for accounts
The Board has acknowledged its responsibility for preparing the annual report of the Group for the year ended December 31, 2025.
The Board is responsible for presenting a clear and definite assessment in respect of annual reports and interim reports, price-sensitive information and other disclosures as required by the Hong Kong Listing Rules and other regulatory requirements. The management has provided the Board with relevant necessary explanations and information so that the Board could make an informed assessment of the financial information and positions of the Group and submitted to the Board for consideration and approval.
There are no material uncertainties or situations that may cause material doubt as to the Company's capability of sustainable operation. In addition, the Company has arranged appropriate insurance coverage for potential legal actions and liabilities against the Directors and senior management.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
(iv) Communications with shareholders
The general meeting is the supreme authority of the Company, and all shareholders exercise their powers through such meeting. The Company convened and held the general meetings in strict compliance with relevant requirements, and ensured that all shareholders, especially minority shareholders, enjoy equal status and fully exercise their rights. In accordance with the Articles of Association, the Company carried out the operations in an orderly manner and maintained healthy and stable development, thus effectively protecting the interests of the Company and its shareholders.
The Company attaches great importance to the opinions and suggestions from its shareholders, carries out a variety of investor relation events in a positive, active and standardized manner to maintain communications with shareholders and promptly meet their reasonable demands. Meanwhile, the Company releases its announcements, financial data and other relevant data on its website (www.dfzq.com.cn), which serves as a channel facilitating effective communication with the shareholders. The shareholders may make enquiries through emails, hotlines and directly sending their letters to the Company's office address. The Company will handle such enquiries in a timely and proper manner. The Board has examined and reviewed the Shareholders' Communication Policy during the Reporting Period and after considering the various communication and engagement channels available, it is of the view that the Shareholders' Communication Policy has been properly implemented and is effective.
The Board welcomes suggestions from the shareholders and encourages them to attend the general meetings to directly express any concerns to the Board or the management. Usually, the chairman of the Board and the management would attend annual general meetings and other general meetings to answer questions put forward by shareholders.
Shareholders may convene a general meeting and make proposals at the general meeting in accordance with the procedures provided in the Articles of Association, which has been published on the websites of the SSE (www.sse.com.cn), the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.dfzq.com.cn).
The Board will be arranged to attend the Company's 2025 annual general meeting to answer shareholders' enquiries.
Detailed procedures relating to voting and the resolutions to be voted by way of poll will be published on the websites of the SSE (for A Shares) or contained in the circular to be dispatched to shareholders (for H Shares).
Shareholders may convene an extraordinary general meeting and make interim proposals at the general meeting in accordance with the procedures provided in the Articles of Association.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
(v) Investor relations activities
The Company attaches great importance to investor relations management. By upholding the work philosophy of "Sincerity, Professionalism and Compliance", the Company actively engaged in various investor relations activities to enhance investor understanding and recognition of the Company's investment value. The Company has established a comprehensive set of rules and regulations, including the Market Value Management System and the Investor Relations Management Measures, to create a multi-dimensional investor communication platform that integrates on-site meetings, telephone calls, and online interactions. On the one hand, the Company utilizes various communication methods such as general meetings, results presentations, investor meetings, investor research, and roadshows, as well as communication platforms including the "Investor Relations" column of the Company website, E-interactive platform launched by the SSE, investor hotline, email, and investor relations social media accounts to facilitate two-way communication with investors, promptly address their concerns, and effectively protect their interests. On the other hand, the Company diligently listens to market opinions, regularly feeds back investor suggestions to the management, and works collaboratively with investors to promote high-quality development.
In 2025, the Company successfully held its 2024 annual, 2025 first quarter, 2025 interim, and 2025 third quarter results presentation, actively showcasing the Company's business direction and competitive advantages to enhance market confidence. Furthermore, through activities such as hosting analyst meetings, visiting institutional shareholders, participating in brokerage strategy conferences, and accommodating both on-site and online site visits, the Company engaged with a total of 463 domestic and international analysts and institutional investors. It also answered over 300 calls on the investor hotline, diligently addressing investor inquiries and responding to market concerns. During the Reporting Period, the Company won various awards including the "Best Practice in Listed Company Investor Relations Management" by the China Association for Public Companies, which effectively enhanced the Company's market reputation and influence.
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
During the Reporting Period, the Company conducted extensive communication with investors on its operation, business characteristics and highlights, and long-term development strategy, etc. The details of these communication activities are as follows:
| Date of event | Communication methods | Communication targets |
|---|---|---|
| January 7 | Online communication | Point72 Asset Management |
| January 8 | On-site communication | Investors invited to the 2025 annual strategy meeting of Eastmoney Securities |
| January 9 | On-site communication | Analysts of China Merchants Securities |
| January 16 | On-site communication | Analysts of and investors invited by Guotai Junan Securities |
| January 20 | On-site communication | Bloomberg Intelligence |
| January 23 | On-site communication | Analysts of and investors invited by Western Securities |
| February 13 | On-site communication | Investors invited to the 2025 spring listed companies conference of Kaiyuan Securities |
| February 13 | On-site communication | Investors invited to the 2025 spring listed company exchange meeting of Shenwan Hongyuan |
| February 18 | On-site communication | Investors invited to the 2025 spring strategy meeting of Guotai Junan |
| February 19 | On-site communication | Investors invited to the 2025 listed company exchange meeting of Founder Securities |
| February 21 | On-site communication | Analysts of Sinolink Securities |
| February 26 | On-site communication | Investors invited to the industrial forum of GF Securities |
| February 27 | On-site communication | Analysts of Caitong Securities |
| February 28 | On-site communication | Investors invited to the 2025 capital market summit of Guolian Minsheng Securities |
| March 31 | Online communication | 2024 Annual results presentation of DFZQ |
| April 11 | Online communication | 2024 Annual results presentation of DFZQ |
| April 16 | On-site communication | Analysts symposium |
| April 17 | On-site communication | T. Rowe Price |
| April 23 | Online communication | Analysts of and investors invited by Shenwan Hongyuan Securities |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Date of event | Communication methods | Communication targets |
|---|---|---|
| May 7 | On-site communication | Investors invited to the 2025 summer strategy meeting of Guohai Securities |
| May 8 | On-site communication | Investors invited to the 2025 interim strategy meeting of Western Securities |
| May 12 | On-site communication | China Southern Asset Management Co., Ltd. |
| May 13 | On-site communication | Bosera Asset Management Co., Limited |
| May 13 | Online communication | Investors invited to the 2025 A Share Company Day of Citigroup |
| May 14 | On-site communication | Investors invited to the 2025 interim listed company exchange meeting of SDIC Securities |
| May 15 | Online communication | 2025 Group results briefing of annual report of listed companies in Shanghai and the briefing on the first quarterly results of 2025 |
| May 21 | On-site communication | Analysts of Industrial Securities |
| May 27 | On-site communication | Investors invited to the 2025 interim investment strategy meeting of Guolian Minsheng |
| May 28 | On-site communication | Investors invited to the 2025 interim listed company exchange meeting of Everbright Securities |
| May 29 | On-site communication | Analysts of China Dragon Securities |
| May 29 | On-site communication | Investors invited to the 2025 capital market forum of CITIC Securities |
| June 5 | On-site communication | Investors invited to the 2025 interim strategy meeting of Huatai Securities |
| June 5 | On-site communication | Investors invited to the 2025 interim strategy meeting of Guotai Haitong |
| June 10 | On-site communication | Lazard Asset Management |
| June 11 | On-site communication | New China Asset Management Co., Ltd. |
| June 11 | On-site communication | China Life Asset Management Company Limited |
| June 12 | On-site communication | Taikang Fund Management Co., Ltd. |
| June 12 | On-site communication | Harvest Capital Management Co., Ltd. |
| June 12 | On-site communication | Investors invited to the 2025 capital market summer strategy meeting of Shenwan Hongyuan |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Date of event | Communication methods | Communication targets |
|---|---|---|
| June 24 | On-site communication | Investors invited to the 2025 interim strategy meeting of Sinolink Securities |
| June 26 | Online communication | Investors invited to the 2025 interim strategy meeting of Eastmoney Securities |
| August 26 | On-site communication | Analysts of and investors invited by GF Securities |
| August 27 | On-site communication | Investors invited to the institutional bulkholding stock exchange meeting of Zheshang Securities in the third quarter of 2025 |
| August 27 | On-site communication | Investors invited to the autumn capital forum of GF Securities |
| September 1 | Online communication | Analysts of and investors invited by Shenwan Hongyuan Securities |
| September 1 | Online communication | 2025 Interim results presentation of DFZQ |
| September 2 | On-site communication | Analysts of and investors invited by Kaiyuan Securities |
| September 2 | On-site communication | Investors invited to the 2025 autumn listed company exchange meeting of China Merchants Securities |
| September 4 | On-site communication | Analysts exchange meeting |
| September 4 | On-site communication | Principal Asset Management |
| September 4 | On-site communication | Point72 Asset Management |
| September 5 | On-site communication | Robeco Asia Pacific |
| September 5 | On-site communication | China Life Franklin Asset Management Co., Ltd. |
| September 10 | Online communication | Taikang Asset Management Co., Ltd. |
| September 10 | On-site communication | Fullgoal Fund Management Co., Ltd. |
| September 11 | On-site communication | Analysts of CITIC Securities |
| September 12 | On-site communication | Huatai Bairui Fund Management Co., Ltd. |
| September 16 | On-site communication | Investors invited to the 2025 autumn listed company exchange meeting of Industrial Securities |
| September 16 | On-site communication | Lazard Asset Management |
| September 23 | On-site communication | Guotai Asset Management Co., Ltd. |
| September 23 | On-site communication | HuaAn Fund Management Co., Ltd. |
| September 24 | On-site communication | China Merchants Fund Management Co., Ltd. |
| September 29 | Online communication | Analysts of and investors invited by SDIC Securities |
| October 15 | On-site communication | Investors invited to the autumn listed company exchange meeting of Guolian Minsheng Securities |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
| Date of event | Communication methods | Communication targets |
|---|---|---|
| October 17 | On-site communication | HuaAn Fund Management Co., Ltd. |
| November 4 | On-site communication | Yinhua Fund Management Co., Ltd. |
| November 4 | On-site communication | China Life Asset Management Company Limited |
| November 5 | On-site communication | New China Asset Management Co., Ltd. |
| November 5 | On-site communication | Investors invited to the 2026 strategy meeting of Guotai Haitong |
| November 7 | On-site communication | CCB Principal Asset Management Co., Ltd. |
| November 10 | Online communication | 2025 Third quarter results presentation of DFZQ |
| November 11 | On-site communication | Penghua Fund Management Co., Ltd. |
| November 11 | On-site communication | Investors invited to the 2026 capital market annual meeting of CITIC Securities |
| November 11 | On-site communication | E Fund Management Co., Ltd. |
| November 12 | On-site communication | Invesco Great Wall Fund Management Co., Ltd. |
| November 12 | On-site communication | China Southern Asset Management Co., Ltd. |
| November 12 | On-site communication | Dacheng Fund Management Co., Ltd. |
| November 18 | On-site communication | Investors invited to the 2026 capital market summit of Zheshang Securities |
| November 18 | On-site communication | Investors invited to the listed company exchange meeting of SDIC Securities |
| November 20 | On-site communication | Investors invited to the 2026 annual meeting of capital market investment of Shenwan Hongyuan |
| November 21 | On-site communication | Analysts of China Merchants Securities |
| November 28 | Online communication | Investors invited to the 2026 annual meeting of capital market investment of Guohai Securities |
| December 2 | Online communication | Analysts of and investors invited by GF Securities |
| December 3 | On-site communication | Listed company exchange meeting of Sinolink Securities |
| December 16 | On-site communication | Investors invited to the 2026 strategy meeting of Industrial Securities |
| December 25 | On-site communication | Investors invited to the 2026 strategy meeting of Western Securities |
Annual Report 2025 DFZQ
Section IV Corporate Governance, Environment and Society
(vi) Amendment to the Articles of Association
The Company held the 2024 annual general meeting on May 23, 2025, to consider and approve the proposal regarding the amendments to certain articles of the Articles of Association, and the amendment to the Articles of Association became effective on May 23, 2025. For the specific amendments, please refer to the AGM circular of the Company dated April 29, 2025.
The Company held the 2025 first extraordinary general meeting on October 24, 2025, to consider and approve the resolution on the amendments to the Articles of Association and its annexes, and the amendments to the Articles of Association became effective on October 24, 2025. For the specific amendments, please refer to the EGM circular of the Company dated September 26, 2025.
Annual Report 2025 DFZQ
Section V Significant Events
I. PERFORMANCE OF UNDERTAKINGS
(I) Undertakings by the Company's de facto controller, shareholders, related parties, acquirers, the Company and other parties during the Reporting Period or subsisting to the Reporting Period
| Background of undertaking | Type of undertaking | Covenantor | Content of undertaking | Date of undertaking | Subject to expiry | Validity period of undertaking | Whether strictly performed in a timely manner | If not performed in a timely manner, describe the specific reasons | If not performed in a timely manner, describe plans in the next step |
|---|---|---|---|---|---|---|---|---|---|
| Undertakings in relation to initial public offering | To solve the problem of horizontal competition | Shenergy Group | Shenergy Group has issued the Commitment Letter of Avoiding Horizontal Competition to the Company and undertook that it and the companies and enterprises under its direct or indirect control would not participate in any form of business or operation that compete or might compete with the Company and its subsidiaries. | February 8, 2014 | Yes | After the public offering and listing of A Shares of the Company | Yes | / | / |
Annual Report 2025 DFZQ
Section V Significant Events
| Background of undertaking | Type of undertaking | Covenantor | Content of undertaking | Date of undertaking | Subject to expiry | Validity period of undertaking | Whether strictly performed in a timely manner | If not performed in a timely manner, describe the specific reasons | If not performed in a timely manner, describe plans in the next step |
|---|---|---|---|---|---|---|---|---|---|
| To solve the problem of connected transactions | Shenergy Group | Shenergy Group and the companies and enterprises under its direct or indirect control will take every effort to avoid and regulate related party transactions with DFZQ and its subsidiaries; for those related party transactions that cannot be avoided or are necessary, the price of the related party transactions will be determined in accordance with the principles of fairness, openness and equity to ensure the fairness of the related party transactions. If Shenergy Group breaches the above undertaking to regulate related party transactions with the issuer, Shenergy Group shall cease to receive shareholders' dividends from the issuer from the date of the breach of the relevant undertaking and shall not transfer its shares in the issuer until the corresponding measures have been taken and implemented in accordance with the above undertaking; if the issuer or other investors suffer loss as a result of the failure to comply with the undertaking to regulate the related party transactions, compensation shall be made to the issuer or other investors in accordance with relevant laws. | February 8, 2014 | Yes | After the public offering and listing of A Shares of the Company | Yes | / | / |
Annual Report 2025 DFZQ
Section V Significant Events
| Background of undertaking | Type of undertaking | Covenantor | Content of undertaking | Date of undertaking | Subject to expiry | Validity period of undertaking | Whether strictly performed in a timely manner | If not performed in a timely manner, describe the specific reasons | If not performed in a timely manner, describe plans in the next step |
|---|---|---|---|---|---|---|---|---|---|
| Undertakings in relation to refinancing | Other | Shenergy Group | The undertaking regarding the effective implementation of the immediate return remedial measures for the Company's the Rights Issue. Shenergy Group has undertaken not to interfere with the Company's operation and management activities beyond its authority and not to embezzle the interests of the Company. | March 24, 2021 | Yes | During the period when Shenergy Group remains as the largest shareholder | Yes | / | / |
(II) There were no profit predictions for the Company's assets or projects during the Reporting Period.
(III) During the Reporting Period, the Company did not make undertakings on its results.
II. NO APPROPRIATION OF FUNDS ON A NON-OPERATING BASIS BY THE COMPANY'S CONTROLLING SHAREHOLDER OR OTHER RELATED PARTIES HAS OCCURRED DURING THE REPORTING PERIOD.
III. DURING THE REPORTING PERIOD, THE COMPANY DID NOT PROVIDE ANY NON-COMPLIANCE GUARANTEE.
IV. DURING THE REPORTING PERIOD, THERE WERE NO EXPLANATIONS OF THE BOARD OF THE COMPANY ON "NON-STANDARD AUDIT REPORT" OF ACCOUNTING FIRM OF THE COMPANY.
Annual Report 2025 DFZQ
Section V Significant Events
V. ANALYSIS AND EXPLANATION OF REASONS FOR AND IMPACT OF CHANGES IN ACCOUNTING POLICIES, ACCOUNTING ESTIMATES, OR CORRECTIONS OF MATERIAL ACCOUNTING ERRORS
(I) Analysis and Explanation of Reasons for and Impact of Changes in Accounting Policies and Accounting Estimates
1. Changes in Significant Accounting Policies
Content and reasons for changes in accounting policies
On July 8, 2025, the Ministry of Finance issued the Accounting Treatment Implementation Q&A for Standard Warehouse Receipt Transactions (the "Q&A"). According to the Q&A, if an enterprise frequently enters into contracts in respect of the purchase and sales of standard warehouse receipts in a futures trading venue to earn price differences, without actually taking delivery of the goods corresponding to the standard warehouse receipts, such contracts for the purchase and sales of standard warehouse receipts shall be regarded as financial instruments and accounted for in accordance with the Accounting Standard for Business Enterprises No. 22 — Recognition and Measurement of Financial Instruments. If an enterprise resells standard warehouse receipts shortly after acquiring them in accordance with the aforementioned contracts, it should not be recognized as sales revenue, and the difference between the consideration received and the carrying amount of the sold standard warehouse receipts should be recognized as investment income. If an enterprise holds unsold standard warehouse receipts at the end of the period, these should be presented as other current assets.
The Group has adopted the relevant requirements of the Q&A with effect from January 1, 2025 and has retrospectively adjusted the financial statement data of the comparable period.
Annual Report 2025 DFZQ
Section V Significant Events
A summary of the impact of the above change in accounting policy on the respective items in the consolidated balance sheet as at December 31, 2024 and the consolidated income statement for the year of 2024 is set out below:
Unit: Yuan Currency: RMB
| The Group | |||
|---|---|---|---|
| As at December 31, 2024 | Before the adjustment | The adjusted amount | After the adjustment |
| Contract liabilities | 157,209,272.28 | -112,332,096.75 | 44,877,175.53 |
| Other liabilities | 8,469,291,077.22 | 112,332,096.75 | 8,581,623,173.97 |
| January to December 2024 | Before the adjustment | The adjusted amount | After the adjustment |
| Other operating income | 6,965,401,875.78 | -6,878,352,472.34 | 87,049,403.44 |
| Other operating cost | 7,037,981,264.75 | -7,018,015,255.55 | 19,966,009.20 |
| Investment income | 5,834,247,063.41 | -139,662,783.21 | 5,694,584,280.20 |
- During the reporting period, there were no changes in accounting estimates or correction of material accounting errors.
Annual Report 2025 DFZQ
Section V Significant Events
198 Annual Report 2025 DFZQ
VI. APPOINTMENT AND DISMISSAL OF ACCOUNTING FIRMS
Unit: '0000 Currency: RMB
| Currently engaged | |
|---|---|
| Name of the domestic accounting firm | KPMG Huazhen LLP |
| Remuneration of the domestic accounting firm | 120 |
| Term of the audit services provided by the domestic accounting firm (year) | 2 |
| Names of certified public accountants of the domestic accounting firm | Zhang Nan, Ni Yi |
| Accumulated term of audit services by certified public accountants of the domestic accounting firm (year) | 2 |
| Name of the overseas accounting firm | KPMG |
| Remuneration of the overseas accounting firm | 90 |
| Term of the audit services provided by the overseas accounting firm (year) | 2 |
| Name | |
| --- | --- |
| Accounting firm engaged for internal control audit | KPMG Huazhen LLP |
Explanations on appointment and dismissal of accounting firms
During the Reporting Period, as approved upon consideration at the Company's 2024 annual general meeting, the Company appointed KPMG Huazhen LLP as its domestic auditor for 2025, who was responsible for provision of relevant domestic audit services in accordance with CASBE for a term of one year, with 2025 annual auditing fees for finance and special supervision report of RMB1.20 million. The Company also appointed KPMG Huazhen LLP as its internal control auditor for 2025, with internal control auditing fees of RMB0.50 million. The Company appointed KPMG as the Company's overseas auditor for 2025 for a term of one year, who was responsible for provision of relevant audit and review services in accordance with IFRS, with 2025 annual auditing fees of RMB0.90 million and interim reviewing fees of RMB0.70 million. KPMG Huazhen LLP and KPMG provide auditing services to subsidiaries of the Group, and the auditing fees in total amounted to RMB3.1589 million.
Section V Significant Events
During the Reporting Period, the Company did not change its accounting firm during the audit period, nor did the Board disagree with the opinion of the Audit Committee on the selection and appointment of external auditors.
| Accounting firm appointed by the Company in the past three years | 2024 | 2023 | 2022 |
|---|---|---|---|
| Name of the domestic accounting firm | KPMG Huazhen LLP | Deloitte Touche Tohmatsu | |
| Certified Public Accountants LLP | Deloitte Touche Tohmatsu | ||
| Certified Public Accountants LLP | |||
| Name of the overseas accounting firm | KPMG | Deloitte Touche Tohmatsu | Deloitte Touche Tohmatsu |
VII. DURING THE REPORTING PERIOD, THE COMPANY WAS NOT EXPOSED TO THE RISK OF DELISTING.
VIII. DURING THE REPORTING PERIOD, THE COMPANY EXPERIENCED NO BANKRUPTCY OR RESTRUCTURING RELATED MATTERS.
Annual Report 2025 DFZQ
Section V Significant Events
IX. MATERIAL LITIGATIONS AND ARBITRATIONS
During the Reporting Period, the Company was not involved in any material litigation or arbitration that involves claims of over RMB10 million and accounting for more than 10% of the absolute value of the Company's net assets as audited in the latest financial statements, which shall be disclosed in accordance with the requirements under the SSE Listing Rules. The Company did not have matters commonly questioned by media during the Reporting Period.
As at the end of the Reporting Period, the existing major litigations in which the Company is involved are set out in the table below.
| Plaintiff | Defendant | Category of the litigation and arbitration | Reason | Amount involved | Progress |
|---|---|---|---|---|---|
| DFZQ | Qingdao Yaxing Industry Co., Ltd. (青島亞星實業有限公司) and its guarantor, Qingdao Yiweide Trading Co., Ltd. (青島恒維德商貿有限公司) | Litigation | Qingdao Yaxing Industry Co., Ltd. conducted the share collateralized repurchase transaction with the Company by the shares of "Datong Tui (大通道)" (formerly known as "Shenzhen Capstone (深大通)") held by it since March 2016. Such transaction was guaranteed by Qingdao Yiweide Trading Co., Ltd. (青島恒維德商貿有限公司) by providing real estate as collateral. The abovementioned transaction has been in default. | Principal of RMB653 million and interest, default penalty, and other expenses for the realization of creditors' rights are payable but unpaid. | According to the enforcement certificates issued by the notary public's office to Qingdao Yaxing, an enforcement case was filed in the Shenzhen Intermediate Court in August 2022. In October 2022, the Shenzhen Intermediate Court issued a disposal ruling. In November 2022, Qingdao Yaxing filed an objection to the enforcement, after which the court agreed the Company to continue to enforcement on the guarantee provided by the Company on its own credit. In January 2023, the pledged shares were listed for auction. From February to June 2023, the pledged shares failed to be sold in both the first and second auctions. In July 2023, due to the delisting of the listed company, the Shenzhen Intermediate Court issued a ruling to terminate the enforcement procedure. In July 2023, the Company filed a lawsuit with the Shanghai Financial Court regarding the mortgaged land provided by the guarantor, Qingdao Yiweide Trading Co., Ltd.. In August 2024, the Company received a favorable first instance judgment, and Yiweide filed an appeal in the same month. The Shanghai Higher People's Court delivered the second instance judgment in October 2024, upholding the original judgment. An enforcement case was filed in January 2025. In May 2025, the Company received a ruling on the realization of the mortgaged land. In October 2025, the mortgaged land was listed for auction on Taobao.com. From November to December 2025, both the first and second auctions of the mortgaged land failed. In December 2025, the court issued an announcement for the judicial disposal of the mortgaged land by auction, which was scheduled to take place from January to March 2026. |
Annual Report 2025 DFZQ
Section V Significant Events
| Plaintiff | Defendant | Category of the litigation and arbitration | Reason | Amount involved | Progress |
|---|---|---|---|---|---|
| Guangdong Guangzhou Daily Media Co., Ltd. (廣東廣州日報傳媒股份有限公司) | DFZQ | Litigation | Orient Investment Banking served as the independent financial advisor for Guangdong Guangzhou Daily Media Co., Ltd.'s acquisition of 100% equity in Shanghai Champs Advertising Media Co., Ltd. (上海香樹麗廣告傳媒股份有限公司) in 2014. Guangzhou Daily Media filed a lawsuit on the grounds of service contract disputes. | It demands the return of financial advisory fees, compensation for losses, and legal costs totaling RMB238 million, along with related litigation expenses. | In November 2024, the Company received the litigation documents from the Shanghai Financial Court. As of now, the case is still under the first instance trial of Shanghai Financial Court. |
| DFZQ | Shanghai Yutai Dengshuo Investment Center (Limited Partnership) (上海鬱泰登碩投資中心(有限合夥)) and the guarantors, being Shanghai Fuxing Industrial Group Co., Ltd. (上海阜興實業集團有限公司) and Shanghai Yutai Investment Management Co., Ltd. (上海鬱泰投資管理有限公司) | Litigation | Shanghai Yutai Dengshuo Investment Center (Limited Partnership) conducted the share collateralized repurchase transaction with the Company by the shares of "Blivex (保力新)" (formerly known as "Jianrui Woneng (聖瑞沃能)" held by it in September 2016 and Shanghai Fuxing Industrial Group Co., Ltd. and Shanghai Yutai Investment Management Co., Ltd. provided the joint guarantee. The abovementioned transaction has been in default. | Principal of RMB170 million and interest, default penalty, and other expenses for the realization of creditors' rights are payable but unpaid. | According to the enforcement certificates issued by the notary public's office to Yutai Dengshuo and Fuxing Industrial, the case was filed with enforcement procedure in Shanghai No. 2 Intermediate People's Court in August 2018. By early 2020, partial repayment was enforced through the courts. In May 2024, the Company sent a petition to the Shanghai No. 2 Intermediate People's Court for an enforcement objection. In March 2025, the Company confirmed the status of the enforcement objection with the judge of the Shanghai No. 2 Intermediate People's Court. In March 2020, the Company filed a lawsuit against Shanghai Yutai Investment Management Co., Ltd. (上海鬱泰投資管理有限公司), the guarantor, in the Shanghai Financial Court in respect of the disposal of the underpaid part of the pledged shares. Due to the involvement of the principal debtors, Yutai Dengshuo and Fuxing Industrial, in other cases, the proceedings of this guarantor litigation have been adjourned. In June 2023, this guarantee contract litigation was assigned to the Jing'an District Court for jurisdiction. In August 2023, the Company attended a court interview and signed the record of interview. There was no material progress in 2025. |
Annual Report 2025 DFZQ
Section V Significant Events
| Plaintiff | Defendant | Category of the litigation and arbitration | Reason | Amount involved | Progress |
|---|---|---|---|---|---|
| DFZQ | Xu Leilei | Litigation | Xu Leilei conducted the share collateralized repurchase transaction with the Company by the restricted shares of "Roral Group" held by her since November 2016. The above-mentioned transaction has been in default. | Principal of RMB119 million and interest, default penalty, and other expenses for the realization of creditors' rights are payable but unpaid. | According to the enforcement certificates issued by the notary public's office to Xu Leilei, an enforcement case was filed in Beijing No. 3 Intermediate People's Court in October 2019. In December, an enforcement settlement agreement was reached between the Company and Xu Leilei. However, because of her failure to repay according to the agreement, the Company applied for resumption of execution in January 2020, and the Nanning Intermediate People's Court (the first sealing court for the pledged shares) temporarily did not transfer the right of disposal on the grounds that the first case had not been concluded. The case of first sealing involving the performance compensation dispute between Royal Group and Xu Leilei entered a retrial procedure in September 2020. The Company participated as a third-party defendant. In February 2021, the Nanning Intermediate People's Court ruled that the Company held a valid pledge right over the disputed shares, and Royal Group was entitled to claim cash compensation from Xu Leilei for the portion of shares it could not repurchase. Royal Group appealed the decision. In November 2021, the Guangxi High Court issued a second-instance judgment, stating that the Company's pledge right could not prevent Royal Group's request to repurchase the shares at RMB1. In December 2021, the Company applied for a retrial with the Supreme Court and filed an enforcement objection with the Nanning Intermediate People's Court regarding the refusal to transfer the execution. In July 2022, the Supreme Court issued a retrial ruling. Although the retrial application was dismissed on procedural grounds, the Supreme Court explicitly affirmed that the Company's pledge right took precedence over the creditor's right. In September 2022, the Company received a ruling from the Nanning Intermediate People's Court on the execution objection: the court, based on the Supreme Court's ruling, supported the Company and revoked the execution ruling in the case. In November 2022, Royal Group filed a petition for reconsideration of the execution objection ruling. In April 2023, the Guangxi High Court issued a reconsideration ruling on the execution objection, overturning the Nanning Intermediate People's Court's ruling in favor of the Company. In June 2023, |
Annual Report 2025 DFZQ
Section V Significant Events
| Plaintiff | Defendant | Category of the litigation and arbitration | Reason | Amount involved | Progress |
|---|---|---|---|---|---|
| the Company submitted materials for execution supervision to the Supreme Court regarding the reconsideration ruling. In April 2024, the Company received a Notice of Enforcement Supervision from the Supreme Court, indicating that the case had been assigned to the Enforcement Bureau of Guangxi High Court for further review, pending feedback on the results. In March 2025, Royal Group announced that the subject pledged shares held by Xu Leilei were compulsorily transferred to the Company's share repurchase account via court enforcement and would be submitted for cancellation procedures. Upon receipt of such information, the Company immediately filed an enforcement objection with the Nanning Intermediate People's Court and concurrently served CSDC with a notice stating its intention to raise an enforcement objection and demanding the cessation of cooperation in the unlawful share cancellation. In April 2025, Royal Group further announced that the subject pledged shares had been cancelled. In the same month, the Nanning Intermediate People's Court accepted the enforcement objection case. The Company also petitioned the Trial Division and the Enforcement Bureau of the Supreme Court respectively. In May 2025, the Supreme Court Enforcement Bureau notified the Company that the petition fell within the enforcement-related petition jurisdiction of the Nanning Intermediate People's Court and had been referred to its Enforcement Bureau for handling. In July 2025, the Company participated in a hearing on enforcement objection organized by the Nanning Intermediate People's Court. In December 2025, the Company received a ruling from the Nanning Intermediate People's Court rejecting the Company's enforcement objection request, and the Company applied to the Nanning Intermediate People's Court for reconsideration of the enforcement. |
Annual Report 2025 DFZQ
Section V Significant Events
| Plaintiff | Defendant | Category of the litigation and arbitration | Reason | Amount involved | Progress |
|---|---|---|---|---|---|
| DFZQ | Nantong Hongxiang Equity Investment Partnership (Limited Partnership) (英通泓用股權投資合夥企業 (有限合夥)) | Litigation | Nantong Hongxiang Equity Investment Partnership (Limited Partnership) conducted the stock-pledged repurchase transaction with the Company by the shares of "R Global 1 (R 環球 1)" (formerly known as "Shangying Global (商贏環球)") held by it since October 2016. The above-mentioned transaction has been in default. | Principal of RMB117 million and interest, default penalty, and other expenses for the realization of creditors' rights are payable but unpaid. | According to the enforcement certificates issued by the notary public's office to Nantong Hongxiang, an enforcement case was filed in the Shanghai Financial Court in December 2023. In March 2024, the Company received the conversion ruling on the pledged shares. In May 2024, the court announced the auction of the pledged shares. In June 2024, the auction of pledged shares failed. In July 2024, a ruling on debt repayment with shares was received. In August 2024, the pledged shares were registered and transferred to the Company's name. In September 2024, the Company received a final ruling. In December 2024, the Company applied to the court to add Cheng Xiaojun, as a general partner, and Bu Genmei and Li Wen, as limited partners, as persons subject to enforcement, holding them jointly and severally liable for the unpaid debts under this case within the scope of their unpaid registered capital. In the same month, the court served the application for addition to the aforementioned applicants by way of public announcement. In February 2025, the court issued a ruling to add them as persons subject to enforcement. In June 2025, the court reopened the enforcement case. |
Annual Report 2025 DFZQ
Section V Significant Events
| Plaintiff | Defendant | Category of the litigation and arbitration | Reason | Amount involved | Progress |
|---|---|---|---|---|---|
| Orient Finance Holdings | China Vered Asset Management (Hong Kong) Limited (中预資產管理(香港)有限公司) | Litigation | In 2016, Orient Finance Holdings invested in the SVF (Shareholder Value Fund) of China Prosperity (中民股東價值基金). In 2020, the fund's management underwent a change in shareholders, with China Prosperity Financial (中民金融) being renamed China Vered Financial (中预金融), and the management entity changing from China Prosperity Asset Management (CPAM) (中民資管) to China Vered Asset Management (CVAM) (中预資管). In May 2021, Orient Finance Holdings submitted a full redemption request to the fund manager, which CVAM failed to process. In June 2022, Orient Finance Holdings filed a lawsuit against CVAM for breaching the fund management contract by not fulfilling the full redemption request. | Principal of USD17.00 million is payable but unpaid. | In June 2022, Orient Finance Holdings formally filed a lawsuit against CVAM and the fund. Following a preliminary hearing in September 2023, the court ordered CVAM to submit an internal investigation report. CVAM has since appealed this court order. In March 2024, the appeal from CVAM was dismissed, and Orient Finance Holdings received the investigation report. As at the end of the Reporting Period, both parties had exchanged litigation documents, and Orient Finance Holdings proceeded with evidence collection and preparation of witness testimonies, with the formal trial scheduled to take place in 2026. |
Annual Report 2025 DFZQ
Section V Significant Events
X. VIOLATION OF LAWS AND REGULATIONS BY, PUNISHMENT ON AND RECTIFICATION OF THE LISTED COMPANY AND ITS DIRECTORS, SENIOR MANAGEMENT, CONTROLLING SHAREHOLDERS AND DE FACTO CONTROLLER
The Company has no controlling shareholders or de facto controllers. During the Reporting Period, the Company and its Directors and senior management were not investigated by competent authorities, taken compulsory measures by judicial organs or discipline inspection departments, transferred to judicial authorities or investigated for criminal responsibilities, filed for investigation or administrative punishment by CSRC, banned from the market, recognized as inappropriate candidates, given major administrative punishment by other administrative departments such as environmental protection, safety supervision and taxation departments, or publicly condemned by stock exchanges.
During the Reporting Period, the Company was subject to administrative and regulatory measures taken by the CSRC as follows:
-
On June 3, 2025, the Hubei Securities Regulatory Bureau issued the Decision on Taking Regulatory Interview Measures against DFZQ Wuhan Sanyang Road Securities Branch ([2025] No. 39) (《關於對東方證券股份有限公司武漢三陽路證券營業部採取監管談話措施的決定》([2025]39號)). The decision stated out that Wuhan Sanyang Road Securities Branch failed to take effective measures to strictly regulate employees' business conduct. The former head of the branch, failed to perform his duties in accordance with the Company's regulations and illegally provided securities investment advice to clients. Certain employees were found to have illegally engaged in unauthorized securities transactions on behalf of clients. These acts violated the provisions of Item 4 of Article 6 of the Measures for Compliance Management of Securities Companies and Securities Investment Fund Management Companies (Revised in 2020) (CSRC Order No. 166) (《證券公司和證券投資基金管理公司合規管理辦法(2020年修訂)》(證監會令第166號)). Accordingly, it was decided to take administrative regulatory measures of regulatory interview against the branch. The Company has taken disciplinary measures against the former head of the branch, including removal from office and demotion (he has since left the Company). Going forward, the Company will actively implement rectification measures, further strengthen the management of branch institutions, and effectively prevent compliance risks.
-
On November 13, 2025, the Liaoning Securities Regulatory Bureau issued the Decision on Taking Issuance of a Warning Letter Measure against DFZQ Shenyang Nanba Middle Road Securities Business Branch ([2025] No. 34) (《關於對東方證券股份有限公司瀋陽南八中路證券營業部採取出具警示函措施的決定》([2025]34號)). The letter pointed out that the Shenyang South Nanba Middle Road Securities Business Branch had the following issues: first, there were no approval procedures or compliance review records found for the marketing activity plans; second, certain computers were not included in the monitoring system; third, the remuneration distribution for securities brokers was solely linked to the trading volume of clients, and the performance appraisal and compensation distribution mechanisms for personnel engaged in securities brokerage businesses were not well-established; fourth, it failed to retain relevant information pertaining to the promotion of financial products. Therefore, it decided to impose a supervisory measure of issuing a warning letter on the branch. The company has actively implemented rectification measures in response to the letter, held relevant responsible personnel accountable for compliance, and submitted a written report to the Liaoning Securities Regulatory Bureau as required.
Annual Report 2025 DFZQ
Section V Significant Events
-
On November 18, 2025, the Sichuan Securities Regulatory Bureau issued the Decision on Taking Administrative Supervision Measures of Ordering Correction against DFZQ Deyang Lushan South Road Securities Business Branch ([2025] No. 74). (《關於對東方證券股份有限公司德陽廬山南路證券營業部採取責令改正行政監管措施的決定》[2025]74號)). The letter pointed out that the Business Branch had the following issues: first, compliance management and the practice management of practitioners were not in place; second, failure to promptly report major events affecting clients' rights and interests. Therefore, it decided to impose administrative regulatory measures for ordering the branch to make corrections. The Company has conducted compliance accountability review regarding the directly responsible person and has imposed an accountability measure for termination of the labor contract. Going forward, the Company will actively implement rectification measures to further strengthen the management of its branches.
-
On December 24, 2025, the Shanghai Securities Regulatory Bureau issued the Decision on Taking Issuance of a Warning Letter Measure against DFZQ Shanghai Putuo District Guangxin Road Securities Business Branch ([2025] No. 274) (《關於對東方證券股份有限公司上海普陀區光新路證券營業部採取出具警示函措施的決定》[2025]274號)). The letter pointed out that certain employees of the branch did not possess the qualifications of securities investment advisers, yet there were instances where they provided investment advice to clients. Therefore, it decided to impose a supervisory measure of issuing a warning letter on the branch. The Company has held the responsible personnel accountable for compliance, and will further strengthen the management of its branches, implement rectification measures, standardize the professional conduct of employees, and effectively prevent compliance risks.
XI. EXPLANATIONS ON CREDIT WORTHINESS OF THE COMPANY AND ITS CONTROLLING SHAREHOLDERS AND DE FACTO CONTROLLER DURING THE REPORTING PERIOD
The Company's largest shareholder is Shenergy Group. During the Reporting Period, the Company maintained excellent creditworthiness and there were no cases such as non-performance of an effective court judgment or any large obligation or liability remaining unpaid passed its maturity date.
XII. MATERIAL RELATED PARTY TRANSACTIONS
(i) Related party transactions related to daily operation
During the Reporting Period, the Group had no significant related party transactions and there were no non-operating related credits and debts.
The related party transactions set out in note 60 to the consolidated financial statements in this report do not constitute non-exempt connected transactions under Chapter 14A of the Hong Kong Listing Rules, except that the transactions entered into by the Company with Shenergy Group and its associates constitute continuing connected transactions under Chapter 14A of the Hong Kong Listing Rules and the Company has complied with the requirements of Chapter 14A of the Hong Kong Listing Rules. Apart from the continuing connected transactions above, the Company did not have any other connected transactions that are required to be disclosed under Chapter 14A of the Hong Kong Listing Rules during the Reporting Period. The Company has complied with the requirements of Chapter 14A of the Hong Kong Listing Rules.
Annual Report 2025 DFZQ
Section V Significant Events
1.1 Continuing related party/connected transactions under the connected transaction framework agreement
Reference is made to the announcement of the Company dated March 27, 2024 in relation to the continuing connected transactions. The Company entered into the continuing connected transaction framework agreement with Shenergy Group on March 27, 2024 in relation to the Company and its subsidiaries and Shenergy Group and its associates for a term commencing on January 1, 2024 and ending on December 31, 2026. The signing of the Framework Agreement of continuing connected transactions among the Company and its subsidiaries and Shenergy Group is necessary for the day-to-day operation and business development of the Group to facilitate the centralized management and supervision of the continuing connected transactions that may be made between the Group and Shenergy Group and its associates. In addition, the above continuing connected transactions will generate cost synergy through the integration of advantageous resources of the Group, Shenergy Group and its associates, further deepen the integration of industry and finance and facilitate the proposal to implement and create special advantages and build up brand name in energy financing sector. As at the date of this report, Shenergy Group holds approximately 26.63% of the issued share capital of the Company. According to Rule 14A.07(1) of the Hong Kong Listing Rules, Shenergy Group and its related companies are connected persons of the Company. During the Reporting Period, the Company carried out related/connected transactions in strict compliance with the "Proposal Regarding the Projected Routine Related Party Transactions of the Company in 2025" considered and approved at the 2024 annual general meeting and the "Resolution on the Signing of the 2024-2026 Connected Transaction Framework Agreement with Shenergy (Group) Company Limited" considered and approved at the 33rd meeting of the fifth session of the Board, and relevant terms are fair and reasonable and in the interest of the listed issuer and its shareholders as a whole. The relevant implementation is set out in the following table:
Annual Report 2025 DFZQ
Section V Significant Events
Unit: '0000 Currency: RMB
| Type of transaction | Items of transaction | Brief description of related business or matters | Projected amount | Actual amount |
|---|---|---|---|---|
| Securities and financial services | Total income received by the Company for providing securities and financial services | Revenues from fees and commissions received by the Company for providing agency services for buying and selling of securities, futures, underwriting of securities, and financial consulting, and other services. | 12,000.00 | 439.74 |
| Total expenses paid by the Company for securities and financial services provided by them or providing them with securities and financial services | Interest paid by the Company for services provided as an agent for the purchase and sale of securities, futures, repurchases, and certificates of income, as well as fees paid for insurance services received from them. | 8,000.00 | 1,903.32 | |
| Purchase of goods and services | Total expenses paid by the Company for purchase of goods and services from them | The Company receives services such as property and gas supply from them. | 6,000.00 | 2,742.09 |
Note: In 2025, the continuing related party/connected transactions accounted for a small proportion of the Company's similar transactions.
Pursuant to Rule 14A.71 of the Hong Kong Listing Rules, details of other transactions under the connected transaction framework agreement, including the content of the transactions, pricing policies, internal controls, etc., are set out in 1.3 Transaction categories and pricing policies for related-party/ connected transactions and 1.4 Internal control measures for related/connected transactions (including continuing connected transactions) in this section.
Annual Report 2025 DFZQ
Section V Significant Events
1.2 Other related-party/connected transactions
During the Reporting Period, the Company carried out related transactions in strict compliance with the annual transaction amount caps stipulated in the "Proposal Regarding the Projected Routine Related Party Transactions of the Company in 2025" considered and approved at the 2024 annual general meeting. The relevant implementation is set out in the following table:
Unit: '0000 Currency: RMB
| Items of transaction | Related party | Brief description of related business or matters | Projected amount | Actual amount |
|---|---|---|---|---|
| Fee and commission income | China Universal Asset Management Company Limited | The Company charges fees and commissions for providing securities and futures brokerage, financial advisory, securities underwriting and other services to related parties. | Subject to the actual amount due to unpredictable transaction volume. | 1,675.18 |
| Shanghai Construction Group Co., Ltd. | 479.72 | |||
| China Zheshang Bank Co., Ltd. | 0.47 | |||
| Related/Connected natural person | 17.76 | |||
| Interest income | China Zheshang Bank Co., Ltd. | The Company earns interest income for the corresponding period by holding bonds issued by related parties. | Subject to the actual amount due to unpredictability of size and term of bonds. | 108.36 |
| Shanghai Construction Group Co., Ltd. | 60.42 | |||
| China Pacific Life Insurance Co., Ltd. | 33.02 | |||
| Dalian State-owned Capital Management and Operation Co., Ltd. | 9.66 | |||
| Ningbo Development & Investment Group Co., Ltd. | 2.70 | |||
| Investment income | China Universal Asset Management Company Limited | The Company earns income for purchasing of securities, funds, and other products issued by related parties. | Subject to the actual amount due to unpredictability of size and yields of securities and other products. | 2,191.17 |
| China Securities Credit Investment Co., Ltd. | 1,200.00 | |||
| China Zheshang Bank Co., Ltd. | 135.91 | |||
| Ningbo Development & Investment Group Co., Ltd. | 1.53 | |||
| China Pacific Life Insurance Co., Ltd. | 0.19 | |||
| Shanghai Construction Group Co., Ltd. | (38.95) | |||
| Dalian State-owned Capital Management and Operation Co., Ltd.(大連市國有資本管理運營有限公司) | (93.45) | |||
| Other operating income | Shenergy Hongkong Holding Limited | The Company received revenue from the provision of office services to related parties. | Subject to the actual amount due to the uncertainty of the conduct of business. | 300.04 |
Annual Report 2025 DFZQ
Section V Significant Events
| Items of transaction | Related party | Brief description of related business or matters | Projected amount | Actual amount |
|---|---|---|---|---|
| Interest expense | Shanghai Construction Group Co., Ltd. | The Company pays interest on deposits from clients for providing securities and futures brokerage and other services to related parties. | Subject to the actual amount due to unpredictability of deposits from clients. | 0.88 |
| China Universal Asset Management Company Limited | 0.14 | |||
| Zhejiang Energy Capital Holdings Co., Ltd. | 0.13 | |||
| China Pacific Life Insurance Co., Ltd. | 0.01 | |||
| Related/Connected natural person | 0.61 | |||
| Business and management expenses | State Grid Shanghai Municipal Electric Power Company | The Company pays costs for purchasing insurance and information and other goods or services from related parties. | Subject to the actual amount due to unpredictable transaction volume. | 148.35 |
| China Zheshang Bank Co., Ltd. | 33.94 | |||
| China Pacific Life Insurance Co., Ltd. | 5.25 | |||
| China Universal Asset Management Company Limited | 0.20 | |||
| Securities transactions | China Securities Credit Investment Co., Ltd. | The Company's investment cost of holding financial assets such as stocks, bonds, funds and products issued by the related parties at the end of the period. | Subject to the actual amount due to unpredictability of transaction and the volume. | 20,000.00 |
| China Pacific Insurance (Group) Co., Ltd. | 1,312.89 | |||
| Shanghai Construction Group Co., Ltd. | 105.76 | |||
| China Zheshang Bank Co., Ltd. | 0.46 |
Notes:
(1) The inter-group transactions and the transactions with their parent companies of the subsidiaries who have a control relationship and are incorporated in the Company's consolidated financial statements were offset. (2) In 2025, the other related transactions of the Company accounted for a small proportion of the Company's similar transactions. (3) The related/connected natural persons include: natural persons who directly or indirectly hold more than $5%$ of the shares of the listed company; Directors and senior management of the Company; close family members of the above-mentioned persons. All the applicable percentage ratios for aforesaid transactions calculated fall below the de minimis threshold as stipulated under Rule 14A.76(1) of the Hong Kong Listing Rules, these transactions therefore will be fully exempted from all of the reporting, annual review, announcement, circular and independent shareholders' approval requirements under Chapter 14A of the Hong Kong Listing Rules.
Annual Report 2025 DFZQ
Section V Significant Events
1.3 Transaction categories and pricing policies for related-party/connected transactions
The Group expects to conduct transactions with securities and financial products and intermediary services with related/connected parties, and specific transaction categories and pricing policies are as follows:
1.3.1 Securities and financial services
Securities and financial products services include but not limited to, the following services: securities, futures brokerage; sales of securities and financial products; underwriting and sponsoring; financial consultation; entrusted asset management; foreign exchange settlement and sales services; securities financing business; asset custody; insurance; and securities and financial advisory and consulting; etc.
The pricing policies for securities and financial products services are determined by the parties based on the relevant service fees and in accordance with the relevant applicable laws and regulations with reference to the prevailing market rates. In particular:
- Securities and futures brokerage services – As the commission rate for brokerage services is generally transparent and standardized in the market, such rate shall be determined after arm’s length negotiations between the parties with reference to the requirements of relevant laws and regulations, the commission rate applicable to independent third parties and the estimated size of brokerage transaction;
- Securities and financial products sales services – Service fees will be determined based on factors including market prices, industry practice and the total sales amount of financial products, with reference to the rates charged by the Group for providing sales services in respect of products of a similar type and nature;
- Underwriting and sponsoring services – The underwriting and sponsoring services market is highly competitive and the service rates and related fees are highly transparent and standardized. The service fees shall be determined after arm’s length negotiations between the parties with reference to the requirements of relevant laws and regulations, taking into account various factors, including prevailing market conditions, the size of the proposed issue, general market rates for recent issues of similar nature and size, and the fees applicable to independent third parties for similar services;
- Financial consultation services – The fees for financial consultation services are highly transparent and standardized in the market, and shall be determined after arm’s length negotiations between the parties with reference to the requirements of relevant laws and regulations, taking into account factors such as prevailing market conditions, the nature and scale of the transaction and the fees applicable to independent third parties for similar services;
Annual Report 2025 DFZQ
Section V Significant Events
-
Entrusted asset management services – The rates for asset management services are highly transparent and standardized in the market, and the service fees will be determined after arm’s length negotiations between the parties with reference to the requirements of relevant laws and regulations, taking into account factors such as the size of the entrusted assets, the complexity of providing specific services and the fees applicable to independent third parties for similar services;
-
Foreign exchange settlement and sale services – The transaction exchange rate for the settlement and sale of foreign exchange services shall be determined after arm’s length negotiations between the parties, taking into account factors such as the prevailing exchange rates in the interbank foreign exchange market, the scale of the transaction and the exchange rate standards applicable to independent third parties for similar services;
-
Securities financing services – The fees for securities financing business services shall be determined after arm’s length negotiations between the parties with reference to the fees applicable to independent third parties;
-
Asset custody services – The fees for asset custody services shall be determined by fair negotiations with reference to the prevailing market rates for transactions of similar type and scale;
-
Insurance services – The fees for insurance services are highly transparent and standardized in the market. Taking into account the prevailing market rates of comparable insurance schemes, the Company performs different procurement and bidding processes based on different target prices to determine the reasonableness of the prices, which are determined after arm’s length negotiations between the parties with reference to the market rates; and
-
Securities and financial advisory and consultation and other securities and financial services – The fees for such services shall be determined after arm’s length negotiations between the parties in accordance with relevant applicable laws and regulations, with reference to the prevailing market price, the nature of the transaction, the costs of services to each party and the fees applicable to independent third parties for similar services.
Annual Report 2025 DFZQ
Section V Significant Events
1.3.2 Securities and financial products transactions
Securities and financial products transactions include, but are not limited to, the following transactions: 1. transactions related to equity products, non-equity products and their derivatives: including, but not limited to, stocks, bonds, funds, trusts, wealth management products, asset management plans, asset securitization products, swaps, futures, options, forwards and other financial products; 2. transactions related to financing: the financing activities between financial institutions, including, but not limited to, interbank lending; repurchase; cross holding of debt instruments such as income certificates, short-term financing bills, subordinated bonds and corporate bonds; and 3. other securities and financial products transactions as permitted by the regulatory authorities.
The pricing policies for securities and financial products transactions shall be determined by mutual agreement in accordance with the requirements of relevant applicable laws and regulations and with reference to the prevailing market rates. In particular:
- Securities and financial products transactions are mainly conducted through the interbank bond market and exchanges (including exchange-traded bond markets and futures exchanges). The pricing of such transactions is subject to relevant laws and regulations and under strict supervision and shall be conducted at prevailing market prices.
The subscription of securities and financial products is conducted in accordance with the subscription price and conditions of the products; on-market transactions of securities and financial products shall be conducted at the then applicable market prices or market rates of that type of securities and financial products; the over-the-counter ("OTC") and other transactions of securities and financial products shall be conducted by mutual negotiation based on the then applicable market price or market rates for that type of securities and financial products; if there is no prevailing market price or market rate applicable for that type of securities and financial products, the price or rate for that transaction shall be the price or rate negotiated by both parties in accordance with the arm's length principle.
- For borrowing and lending among financial institutions, transactions shall be conducted with reference to the Shanghai Interbank Offered Rate at the prevailing rates quoted in the interbank money market, and pricing shall comply with relevant laws and regulations and be subject to strict supervision.
The financing-related transactions of the Group are negotiated and determined by both parties based on the then applicable market rates and prices of independent transaction parties of that type.
Annual Report 2025 DFZQ
Section V Significant Events
1.3.3 Purchase of goods and acceptance of services
The purchase of goods and acceptance of services include, but are not limited to, the following services: receiving goods and services such as electricity, town gas, natural gas, gas stoves, gas appliances and gas kitchen equipment; and receiving property management, gas transmission and distribution, gas project planning, design and construction, labor services, research and consultancy, training, lease of property and other services.
The pricing basis for the purchase of goods and acceptance of services is determined after arm's length negotiations in accordance with the requirements of relevant applicable laws and regulations with reference to the prevailing market prices and on normal commercial terms. The Group has reached an agreement in principle with Shenergy Group and its associates on relevant pricing mechanism and the prices will be determined as follows: 1. Should there be a government pricing directive, the government directive price shall prevail; or 2. In the absence of any government pricing directive currently applicable, the government directive price previously promulgated by the competent government authority shall be adopted as the basic price and adjusted with reference to the procurement or service costs of Shenergy Group and its associate; the price as adjusted by item 2 above shall be fair and reasonable.
1.4 Internal control measures for related/connected transactions (including continuing connected transactions)
The Group has formulated internal guidelines and policies on related/connected transactions which provided detailed regulations on key aspects such as identification, initiation, pricing, decision-making and disclosure of related/connected transactions and set out the approval procedures for related/connected transactions.
The terms of transactions (including pricing terms) of the proposed securities and financial services, securities and financial products transactions and purchase of goods and services shall be similar to those provided by/available to independent third parties for similar services and shall be subject to the same internal selection, approval and monitoring procedures and pricing policies as those applicable to independent third parties.
The departments or subsidiaries of the Company that conducted the related/connected transactions shall review the necessity, reasonableness, and fairness of the pricing of the related/connected transactions, and are responsible for monitoring whether the actual transaction amount exceeds the annual cap, and properly maintaining and storing any documents and records related to related/connected transactions; the compliance department of the Company reviews the compliance of the proposed related/connected transactions; the Board office, the planned financial management department and other relevant departments of the Company regularly compile the data to ensure that the actual amount does not exceed the annual cap and remind relevant departments to manage and control the related/connected transactions; the audit department of the Company conducts annual audit on the actual related/connected transactions.
Annual Report 2025 DFZQ
Section V Significant Events
The independent non-executive Directors and auditors of the Company will review the continuing related/connected transactions of the Company on an annual basis. The Board (including the independent non-executive Directors) confirmed that the terms of the transactions are fair and reasonable and on normal commercial terms or better terms in the ordinary course of business of the Group and in the interests of the Company and the shareholders as a whole. The Company's auditors confirmed that the continuing connected transactions (1) have been approved by the Board of Directors of the listed issuer; (2) have been conducted in accordance with the pricing policy of the listed issuer group in all material respects; (3) have been conducted in accordance with the agreements of relevant transactions in all material respects; and (4) have not exceeded the caps.
(ii) During the Reporting Period, the Company had no related/connected transactions incurred as a result of acquisition or disposal of assets or equity interests.
(iii) During the Reporting Period, the Company had no material related/connected transactions in relation to joint external investment.
(iv) During the Reporting Period, the Company had no credits and debts with related/connected parties.
(v) During the Reporting Period, there was no financial business between the Company and related/connected financial companies, the Company's controlling financial companies and related/connected parties.
XIII. MATERIAL CONTRACTS AND PERFORMANCE
(i) During the Reporting Period, the Company had no material custody, contracting or leasing matters.
Annual Report 2025 DFZQ
Section V Significant Events
(ii) Guarantees
Unit: 100 million Currency: RMB
External guarantees of the Company (excluding guarantees for subsidiaries)
Total amount of guarantees provided during the Reporting Period (excluding guarantees for subsidiaries) 0.00 Total balance of guarantees provided at the end of the Reporting Period (A) (excluding guarantees for subsidiaries) 0.00
Guarantees provided by the Company and its subsidiaries for subsidiaries
Total amount of guarantees provided for subsidiaries during the Reporting Period 43.58 Total balance of guarantees provided for subsidiaries at the end of the Reporting Period (B) 141.63
Total amount of guarantees provided by the Company (including those provided for subsidiaries)
Total amount of guarantees (A + B) 141.63 Percentage of total guarantees over net assets of the Company (%) 17.13 Including:
- Amount of guarantees provided for shareholders, de facto controllers and their related parties (C) 0.00
- Amount of debt guarantees directly or indirectly provided for parties with gearing ratio exceeding 70% (D) 141.63
- Amount of total guarantees exceeding 50% of net assets (E) 0.00
- Total amount of above three types of guarantees (C + D + E) 141.63
- Explanations on outstanding guarantees subject to joint liabilities N/A
Annual Report 2025 DFZQ
Section V Significant Events
Explanations on guarantees
As at the end of the Reporting Period, the Company and its wholly-owned subsidiaries provided guarantees for its wholly-owned subsidiaries of RMB14.163 billion. Details of the guarantees are as follows:
- The Company provided guarantee for the credit facility of USD65 million entered into between Orient Finance Holdings, a wholly-owned subsidiary of the Company, and Nanyang Commercial Bank Ltd.
- The Company provided full guarantee for the principal and interest of USD0.3 billion bonds issued by Orient ZhiSheng Limited, a wholly-owned subsidiary of Orient Finance Holdings, a wholly-owned subsidiary of the Company.
- Orient Finance Holdings, a wholly-owned subsidiary of the Company, provided a guarantee of up to USD0.5 billion for the transactions conducted by Orient Securities International, its wholly-owned subsidiary, under the Global Master Repurchase Agreement (GMRA)/International Swaps and Derivatives Association (ISDA) Agreement.
- Orient Finance Holdings, a wholly-owned subsidiary of the Company, provided a guarantee of up to USD0.15 billion for the transactions conducted by Orient International Investment Products Limited, its wholly-owned subsidiary, under the Global Master Repurchase Agreement (GMRA)/International Swaps and Derivatives Association (ISDA) Agreement.
- Orient Finance Holdings, a wholly-owned subsidiary of the Company, provided a guarantee of up to USD1 billion for Orient International Investment Products Limited, its wholly-owned subsidiary, to issue structured notes.
Note: The amount of guarantees denominated in USD was converted at the spot exchange rate of USD1 to RMB7.0288 as at the end of December 2025.
(iii) During the Reporting Period, the Company had no other material contract that should be disclosed but not disclosed.
XIV. DURING THE REPORTING PERIOD, THE COMPANY HAD NO UNUTILIZED EQUITY FUNDS.
XV. DURING THE REPORTING PERIOD, THE COMPANY HAD NO OTHER SIGNIFICANT EVENTS THAT HAVE A SIGNIFICANT IMPACT ON THE VALUE JUDGMENTS AND INVESTMENT DECISIONS MADE BY INVESTORS.
Annual Report 2025 DFZQ
Section VI Changes in Shares and Information on Shareholders
I. CHANGES IN SHARE CAPITAL
During the Reporting Period, there were no changes in the total number of shares or the share capital structure of the Company.
II. ISSUANCE AND LISTING OF SECURITIES
(i) Issuance of securities as at the end of the Reporting Period
Unit: 100 million Currency: RMB
| Type of shares and their derivative securities | Issuing date | Issuing price (or interest rate) | Number of shares (or amount) issued | Date of listing | Number of shares (or amount) permitted to be listed for trading | Date of termination of the trading |
|---|---|---|---|---|---|---|
| Bonds (including enterprise bonds, corporate bonds and debt financing instruments of non-financial enterprises) | ||||||
| Corporate bonds | 2025-01-13 | 1.64% | 20.00 | 2025-01-16 | 20.00 | 2026-01-15 |
| Subordinated bonds | 2025-03-17 | 2.45% | 22.00 | 2025-03-20 | 22.00 | 2030-03-17 |
| Short-term corporate bonds | 2025-04-25 | 1.76% | 20.00 | 2025-04-30 | 20.00 | 2025-07-25 |
| Short-term corporate bonds | 2025-05-09 | 1.71% | 20.00 | 2025-05-14 | 20.00 | 2025-11-05 |
| Corporate bonds | 2025-05-13 | 1.69% | 10.00 | 2025-05-16 | 10.00 | 2028-05-13 |
| Short-term corporate bonds | 2025-07-24 | 1.61% | 20.00 | 2025-07-29 | 20.00 | 2026-01-20 |
| Corporate bonds | 2025-08-14 | 1.88% | 25.00 | 2025-08-19 | 25.00 | 2028-08-14 |
| Perpetual subordinated bond | 2025-08-25 | 2.35% | 30.00 | 2025-08-28 | 30.00 | 2030-08-25 |
| Corporate bonds | 2025-09-24 | 2.00% | 30.00 | 2025-09-29 | 30.00 | 2028-09-24 |
| Corporate bonds | 2025-10-24 | 1.97% | 30.00 | 2025-10-29 | 30.00 | 2028-10-24 |
| Short-term corporate bonds | 2025-11-05 | 1.68% | 20.00 | 2025-11-10 | 20.00 | 2026-05-08 |
| Corporate bonds | 2025-11-24 | 1.91% | 46.00 | 2025-11-27 | 46.00 | 2028-11-24 |
| Corporate bonds | 2025-11-24 | 2.00% | 24.00 | 2025-11-27 | 24.00 | 2030-11-24 |
| Corporate bonds | 2025-12-05 | 1.96% | 35.00 | 2025-12-10 | 35.00 | 2028-12-05 |
| Short-term corporate bonds | 2025-12-19 | 1.69% | 25.00 | 2025-12-24 | 25.00 | 2026-06-25 |
Annual Report 2025 DFZQ
Section VI Changes in Shares and Information on Shareholders
Explanations on the issuance of securities during the Reporting Period (particulars of bonds with different interest rates during duration shall be provided separately):
1. Public corporate bonds
In September 2023, the Company obtained the Approval Regarding the Registration of Corporate Bonds Publicly Issued by 東方證券股份有限公司 to Professional Investors (CSRC Approval [2023] No. 2089) (《關於同意東方證券股份有限公司向專業投資者公開發行公司債券註冊的批覆》(證監許可[2023]2089號)), which approved the Company to publicly issue corporate bonds with an aggregate nominal value of no more than RMB20 billion to professional investors.
On January 13, 2025, the Company completed the public issuance of corporate bonds (for professional investors) (first tranche) of DFZQ in 2025, with an issue size of RMB2.0 billion, a term of 367 days and a coupon rate of 1.64%.
In April 2025, the Company obtained the Approval Regarding the Registration of Corporate Bonds Publicly Issued by 東方證券股份有限公司 to Professional Investors (CSRC Approval [2025] No. 800) (《關於同意東方證券股份有限公司向專業投資者公開發行公司債券註冊的批覆》(證監許可[2025]800號)), which approved the Company to publicly issue corporate bonds with an aggregate nominal value of no more than RMB20 billion to professional investors.
On May 13, 2025, the Company completed the public issuance of corporate bonds for science and technology innovation (for professional investors) (first tranche) of DFZQ in 2025, with an issue size of RMB1.0 billion, a term of 3 years and a coupon rate of 1.69%.
On August 14, 2025, the Company completed the public issuance of corporate bonds (for professional investors) (second tranche) of DFZQ in 2025, with an issue size of RMB2.5 billion, a term of 3 years and a coupon rate of 1.88%.
On September 24, 2025, the Company completed the public issuance of corporate bonds (for professional investors) (third tranche) of DFZQ in 2025, with an issue size of RMB3.0 billion, a term of 3 years and a coupon rate of 2.00%.
On October 24, 2025, the Company completed the public issuance of corporate bonds (for professional investors) (fourth tranche) of DFZQ in 2025, with an issue size of RMB3.0 billion, a term of 3 years and a coupon rate of 1.97%.
Annual Report 2025 DFZQ
Section VI Changes in Shares and Information on Shareholders
On November 24, 2025, the Company completed the public issuance of corporate bonds (for professional investors) (fifth tranche) of DFZQ in 2025, with an issue size of RMB4.6 billion for Type 1 with a term of 3 years and a coupon rate of 1.91% and an issue size of RMB2.4 billion for Type 2 with a term of 5 years and a coupon rate of 2.00%.
On December 5, 2025, the Company completed the public issuance of corporate bonds (for professional investors) (sixth tranche) of DFZQ in 2025, with an issue size of RMB3.5 billion, a term of 3 years and a coupon rate of 1.96%.
2. Public subordinated bonds
In February 2024, the Company obtained the Approval Regarding the Registration of Subordinated Bonds Publicly Issued by 東方證券股份有限公司 to Professional Investors (CSRC Approval [2024] No. 330) 《關於同意東方證券股份有限公司向專業投資者公開發行次級公司債券註冊的批覆》(證監許可[2024]330號)), which approved the Company to publicly issue subordinated bonds with an aggregate nominal value of no more than RMB20 billion to professional investors.
On March 17, 2025, the Company completed the public issuance of subordinated bonds (for professional investors) (first tranche) of DFZQ in 2025, with an issue size of RMB2.2 billion, a term of 5 years and a coupon rate of 2.45%.
3. Public short-term corporate bonds
In February 2025, the Company obtained the Approval Regarding the Registration of Short-term Corporate Bonds Publicly Issued by 東方證券股份有限公司 to Professional Investors (CSRC Approval [2025] No. 369) 《關於同意東方證券股份有限公司向專業投資者公開發行短期公司債券註冊的批覆》(證監許可[2025]369號)), which approved the Company to publicly issue short-term corporate bonds with a nominal value balance of no more than RMB15 billion to professional investors.
On April 25, 2025, the Company completed the public issuance of short-term corporate bonds (for professional investors) (first tranche) of DFZQ in 2025, with an issue size of RMB2.0 billion, a term of 91 days and a coupon rate of 1.76%.
On May 9, 2025, the Company completed the public issuance of short-term corporate bonds (for professional investors) (second tranche) of DFZQ in 2025, with an issue size of RMB2.0 billion, a term of 180 days and a coupon rate of 1.71%.
Annual Report 2025 DFZQ
Section VI Changes in Shares and Information on Shareholders
On July 24, 2025, the Company completed the public issuance of short-term corporate bonds (for professional investors) (third tranche) of DFZQ in 2025, with an issue size of RMB2.0 billion, a term of 180 days and a coupon rate of 1.61%.
On November 5, 2025, the Company completed the public issuance of short-term corporate bonds (for professional investors) (fourth tranche) of DFZQ in 2025, with an issue size of RMB2.0 billion, a term of 184 days and a coupon rate of 1.68%.
On December 19, 2025, the Company completed the public issuance of short-term corporate bonds (for professional investors) (fifth tranche) of DFZQ in 2025, with an issue size of RMB2.5 billion, a term of 188 days and a coupon rate of 1.69%.
4. Public perpetual subordinated bonds
In February 2025, the Company obtained the Approval Regarding the Registration of Perpetual Subordinated Bonds Publicly Issued by 東方證券股份有限公司 to Professional Investors (CSRC Approval [2025] No. 370) (《關於同意東方證券股份有限公司向專業投資者公開發行永續次級公司債券註冊的批覆》(證監許可[2025]370 號)), which approved the Company to publicly issue perpetual subordinated bonds with a nominal value balance of no more than RMB10 billion to professional investors.
On August 25, 2025, the Company completed the public issuance of perpetual subordinated bonds (for professional investors) (first tranche) of DFZQ in 2025, with an issue size of RMB3.0 billion, a term of 5+N years and a coupon rate of 2.35%.
(ii) Changes in total number of shares and shareholding structure of the Company and the Company's assets and liabilities structure
Details of the total number of shares and changes in the shareholding structure of the Company are set out in the section of changes in shares in this report, and for details of changes in the Company's assets and liabilities structure, please refer to "Section III, VI, (i), 3. Analysis on major items of consolidated statement of financial position".
III. INFORMATION ON SHAREHOLDERS AND DE FACTO CONTROLLER
(i) Total number of shareholders
| Total number of holders of ordinary shares as at the end of the Reporting Period (accounts) | 171,666 |
|---|---|
| Total number of holders of ordinary shares as at the end of the month preceding the month when the annual report was disclosed (accounts) | 182,481 |
Annual Report 2025 DFZQ
Section VI Changes in Shares and Information on Shareholders
(ii) Shareholdings of the top ten shareholders, the top ten shareholders of circulating shares (or shareholders not subject to restriction on sales) as at the end of the Reporting Period
Unit: share
Shareholding of the top ten shareholders (excluding shares lent under the margin financing)
| Name of shareholder (Full name) | Changes in number of shares during the Reporting Period | Number of shares held as at the end of the Reporting Period | Percentage (%) | Number of restricted shares held | Pledged, flagged or frozen Status of shares | Number of shares | Nature of shareholders |
|---|---|---|---|---|---|---|---|
| Shenergy (Group) | |||||||
| Company Limited | 0 | 2,262,428,700 | 26.63 | 0 | Nil | – | State-owned legal person |
| HKSCC Nominees Limited | -90,100 | 1,026,934,644 | 12.09 | 0 | Unknown | – | Off-shore legal person |
| Shanghai Haiyan Investment Management Company Limited | 0 | 423,186,126 | 4.98 | 0 | Nil | – | State-owned legal person |
| Shanghai United Media Group | 0 | 309,561,060 | 3.64 | 0 | Nil | – | State-owned legal person |
| China Post Group Corporation Limited | 0 | 228,791,342 | 2.69 | 0 | Nil | – | State-owned legal person |
| China Securities Finance Corporation Limited | 0 | 227,872,800 | 2.68 | 0 | Nil | – | State-owned legal person |
| Zhejiang Energy Capital Holdings Limited | |||||||
| (浙能資本控股有限公司) | 0 | 177,625,600 | 2.09 | 0 | Nil | – | State-owned legal person |
| China Construction Bank Corporation – Guotai CSI | |||||||
| All Share Securities Company | |||||||
| Trading Index Securities | |||||||
| Investment Open-ended Fund | 67,579,746 | 143,731,293 | 1.69 | 0 | Nil | – | Other |
| National Social Security Fund Portfolio 118 | 65,723,155 | 131,440,078 | 1.55 | 0 | Nil | – | Other |
| Shanghai Jinqiao Export Processing Zone Development Co., Ltd. | |||||||
| (上海金橋出口加工區 | |||||||
| 開發股份有限公司) | 0 | 124,328,872 | 1.46 | 0 | Nil | – | State-owned legal person |
Annual Report 2025 DFZQ
Section VI Changes in Shares and Information on Shareholders
Shareholdings of the top ten shareholders of non-restricted shares (excluding the shares lent under the margin financing)
| Name of shareholder | Number of circulating non-restricted shares held | Type and number of shares | |
|---|---|---|---|
| Type | Number | ||
| Shenergy (Group) Company Limited | 2,262,428,700 | RMB ordinary shares | 2,262,428,700 |
| HKSCC Nominees Limited | 1,026,934,644 | Overseas listed foreign shares | 1,026,934,644 |
| Shanghai Haiyan Investment Management Company Limited | 423,186,126 | RMB ordinary shares | 423,186,126 |
| Shanghai United Media Group | 309,561,060 | RMB ordinary shares | 309,561,060 |
| China Post Group Corporation Limited | 228,791,342 | RMB ordinary shares | 228,791,342 |
| China Securities Finance Corporation Limited | 227,872,800 | RMB ordinary shares | 227,872,800 |
| Zhejiang Energy Capital Holdings Limited | |||
| (浙能資本控股有限公司) | 177,625,600 | RMB ordinary shares | 177,625,600 |
| China Construction Bank Corporation – | |||
| Guotai CSI All Share Securities Company Trading | |||
| Index Securities Investment Open-ended Fund | 143,731,293 | RMB ordinary shares | 143,731,293 |
| National Social Security Fund Portfolio 118 | 131,440,078 | RMB ordinary shares | 131,440,078 |
| Shanghai Jinqiao Export Processing Zone Development Co., Ltd. | |||
| (上海金橋出口加工區開發股份有限公司) | 124,328,872 | RMB ordinary shares | 124,328,872 |
| Special repurchase account of the top ten shareholders | N/A | ||
| Voting by proxy, as proxy or abstention of voting rights by the above shareholders | N/A | ||
| Related party relationship or parties acting in concert among above shareholders | N/A |
(iii) During the Reporting Period, no strategic investors or general legal persons became top ten shareholders of the Company due to the placement of new shares.
IV. CONTROLLING SHAREHOLDER AND DE FACTO CONTROLLER
(i) Controlling Shareholder
As at the end of the Reporting Period, Shenergy Group, the Company's largest shareholder, had a shareholding of 26.63%. The H Shares held by HKSCC Nominees Limited were owned by non-registered H Share shareholders, and the Company has no controlling shareholder.
Annual Report 2025 DFZQ
Section VI Changes in Shares and Information on Shareholders
(ii) De Facto Controller
No single shareholder of the Company holds more than 30% of the Company's total share capital, and no single shareholder has more than half of the seats on the Board. As far as the Company is aware, there are no acting in concert agreements or arrangements among the shareholders, and accordingly, the Company has no de facto controller.
V. AS AT THE END OF THE REPORTING PERIOD, THERE WERE NO CIRCUMSTANCES WHERE THE CUMULATIVE NUMBER OF SHARES PLEDGED BY THE CONTROLLING SHAREHOLDERS OR THE LARGEST SHAREHOLDER AND PERSONS ACTING IN CONCERT WITH THEM ACCOUNTED FOR MORE THAN 80% OF THE COMPANY'S SHARES HELD BY THEM.
VI. SUBSTANTIAL SHAREHOLDERS AND OTHER PERSONS' INTERESTS AND SHORT POSITIONS IN THE SHARES AND UNDERLYING SHARES
As at December 31, 2025, to the best knowledge of the Company and its Directors, having made all reasonable enquiries, the following substantial shareholders and other parties (excluding the Directors and chief executive of the Company) had an interest or short position in the shares or underlying shares of the Company, which is required to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO and has been entered in the register kept by the Company according to Section 336 of the SFO:
| Name of shareholders | Type of shares | Nature of interests | Number of shares (Note 1) | Approximate percentage of total share capital of relevant class in issue of the Company (%) (Note 2) | Approximate percentage of total share capital in issue of the Company (%) (Note 2) |
|---|---|---|---|---|---|
| Shenergy (Group) Company Limited | A Share | Beneficial owner | 2,262,428,700 (L) | 30.29 | 26.63 |
| China National Tobacco Corporation (Note 3) | A Share | Interests in controlled corporation | 423,186,126 (L) | 5.67 | 4.98 |
| Shanghai Tobacco (Group) Co., Ltd. (Note 3) | A Share | Interests in controlled corporation | 423,186,126 (L) | 5.67 | 4.98 |
| Shanghai Haiyan Investment Management Company Limited (Note 3) | A Share | Beneficial owner | 423,186,126 (L) | 5.67 | 4.98 |
| E Fund Management Co., Ltd. | H Share | Investment manager | 138,865,600 (L) | 13.52 | 1.63 |
| Zhu Lijia (Note 4) | H Share | Interests in controlled corporation | 94,940,800 (L) | 9.24 | 1.12 |
| Sun Hongyan (Note 4) | H Share | Interests in controlled corporation | 94,940,800 (L) | 9.24 | 1.12 |
| Hung Jia Finance Limited (Note 4) | H Share | Interests in controlled corporation | 94,940,800 (L) | 9.24 | 1.12 |
Annual Report 2025 DFZQ
Section VI Changes in Shares and Information on Shareholders
| Name of shareholders | Type of shares | Nature of interests | Number of shares (Note 1) | Approximate percentage of total share capital of relevant class in issue of the Company (%) (Note 2) | Approximate percentage of total share capital in issue of the Company (%) (Note 2) |
|---|---|---|---|---|---|
| Kaiser Century Investments Limited (Note 4) | H Share | Beneficial owner | 94,940,800 (L) | 9.24 | 1.12 |
| Bank of Communications Co., Ltd. (Note 5) | H Share | Interests in controlled corporation | 92,199,600 (L) | 8.98 | 1.09 |
| Bank of Communications (Nominee) Company Limited (Note 5) | H Share | Interests in controlled corporation | 92,199,600 (L) | 8.98 | 1.09 |
| BOCOM International Asset Management Limited (Note 5) | H Share | Interests in controlled corporation | 92,199,600 (L) | 8.98 | 1.09 |
| BOCOM International Holdings Company Limited (Note 5) | H Share | Interests in controlled corporation | 92,199,600 (L) | 8.98 | 1.09 |
| Alpha Global Investment Limited (Note 5) | H Share | Beneficial owner | 92,199,600 (L) | 8.98 | 1.09 |
| Shanghai Wealspring Asset Management Co., Ltd. (上海寧泉資產管理有限公司) | H Share | Investment manager | 60,040,800 (L) | 5.85 | 0.71 |
Notes:
- (L) represents the long position.
- As at December 31, 2025, the Company has issued 8,496,645,292 shares in total, including 7,469,482,864 A Shares and 1,027,162,428 H Shares.
- Shanghai Haiyan Investment Management Company Limited is wholly owned by Shanghai Tobacco (Group) Co., Ltd., which in turn is wholly owned by China National Tobacco Corporation. Therefore, each of China National Tobacco Corporation and Shanghai Tobacco (Group) Co., Ltd. is deemed to be interested in the shares of the Company held by Shanghai Haiyan Investment Management Company Limited under the SFO.
- Kaiser Century Investments Limited is owned as to 100% by Hung Jia Finance Limited. Hung Jia Finance Limited is owned as to 50% by each of Mr. Zhu Lijia and his spouse Ms. Sun Hongyan. Therefore, each of Mr. Zhu Lijia, Ms. Sun Hongyan and Hung Jia Finance Limited is deemed to be interested in the shares of the Company held by Kaiser Century Investments Limited under the SFO.
- Alpha Global Investment Limited (formerly known as BOCOM International Global Investment Limited) is wholly owned by BOCOM International Asset Management Limited. BOCOM International Asset Management Limited is wholly owned by BOCOM International Holdings Company Limited, which in turn is wholly owned by Bank of Communications (Nominee) Company Limited. Bank of Communications (Nominee) Company Limited is wholly owned by Bank of Communications Co., Ltd. Therefore, each of Bank of Communications Co., Ltd., Bank of Communications (Nominee) Company Limited, BOCOM International Holdings Company Limited and BOCOM International Asset Management Limited is deemed to be interested in the shares of the Company held by Alpha Global Investment Limited under the SFO.
Save as disclosed above, as at December 31, 2025, none of the other substantial shareholders or other parties has any interests or short positions in the shares or underlying shares of the Company which are required to be recorded in the register required to be kept pursuant to Section 336 of the SFO.
Annual Report 2025 DFZQ
Section VI Changes in Shares and Information on Shareholders
VII. DIRECTORS' AND CHIEF EXECUTIVE'S INTERESTS AND SHORT POSITIONS IN THE SHARES, UNDERLYING SHARES OR DEBENTURES OF THE COMPANY AND ITS ASSOCIATED CORPORATIONS
As at December 31, 2025, according to the information available to the Company and so far as the Directors are aware, none of the Directors or chief executive of the Company had interests or short positions in the shares, underlying shares or debentures of the Company or its associated corporations (as defined under the Part XV of the SFO), which are required to be notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which are taken or deemed to have under such provisions of the SFO) or which would be required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or would be required, pursuant to the Model Code, to be notified to the Company and the Hong Kong Stock Exchange.
VIII. OTHER LEGAL-PERSON SHAREHOLDERS WITH A SHAREHOLDING OF MORE THAN 10%
Unit: 100 million Currency: RMB
| Person-incharge | ||||
|---|---|---|---|---|
| Name of legal-person of the unit or legal shareholders | representative | Date of incorporation | Organization code | Registered capital |
| Shenergy Group | Huang Dinan | November 18, 1996 | 913100001322718147 | 280 |
| Principal businesses or management activities | ||||
| General projects: investment, development, operation and management in electricity power and energy-based industries, investment in and development of natural gas resources, investment in urban gas networks, investment and management in hi-tech industries, industrial investment, assets operation, and domestic trade (excluding specially regulated ones). (Except for projects subject to approval according to law, conducting business activities independently according to law with business license) | ||||
| Explanations | 1. As at the end of the Reporting Period, Shenergy Group held 26.63% of shares of the Company. |
- The shares held by HKSCC Nominees Limited were owned by non-registered holders of H Shares. | | | |
IX. DURING THE REPORTING PERIOD, THE COMPANY HAD NO RESTRICTION ON SHAREHOLDING REDUCTION
Annual Report 2025 DFZQ
Section VI Changes in Shares and Information on Shareholders
X. SPECIFIC IMPLEMENTATION OF SHARE REPURCHASE DURING THE REPORTING PERIOD
Unit: Yuan Currency: RMB
| Name of share repurchase plan | Repurchase of A Shares of the Company through centralized price bidding |
|---|---|
| Date of share repurchase plan disclosed | May 6, 2025 |
| Number of shares to be repurchased and percentage of total share capital (%) | 18.52 million shares to 37.04 million shares, representing 0.22% to 0.44% of the total share capital |
| Amount to be repurchased | The range from RMB0.25 billion (inclusive) at the lower end to RMB0.5 billion (inclusive) at the higher end |
| Period to be repurchased | Not more than three months from the date of consideration and approval by the Board of the plan of repurchase of A Shares |
| Purpose of repurchase | Safeguard the value of the Company and the interests of shareholders |
| Number of shares repurchased (share) | 26,703,157 |
| Percentage of repurchased shares in the underlying shares involved in the equity incentive plan (%) (if applicable) | N/A |
| Progress in the Company’s reduction of the repurchased shares by way of centralized price bidding | The Company did not reduce any repurchased shares |
| Progress of shares repurchased | On May 7, 2025, the Company carried out the first repurchase of A Shares through the trading system of the Shanghai Stock Exchange by means of centralized price bidding, and disclosed the details of such first repurchase on the same date (see the Company’s announcement No. 2025-027 for details). |
On August 5, 2025, the Company issued the Announcement in Relation to the Implementation Results of Repurchase of A Shares and Changes in Shares after the expiry of the repurchase term (see the Company’s announcement No. 2025-037 for details). The Company actually repurchased 26,703,157 A Shares by itself, representing 0.3143% of the total share capital of the Company, with a maximum repurchase price of RMB9.76 per share, a lowest repurchase price of RMB9.19 per share and an average repurchase price of RMB9.37 per share, in which the total amount of funds utilized was RMB250,088,870.47 (excluding trading fees). The actual implementation of the repurchase plan of A Shares did not deviate from the share repurchase plan originally disclosed, and the Company has implemented the repurchase in accordance with the disclosed plan. All the A Shares repurchased by the Company shall be deposited in the designated securities account for repurchase of the Company. The Company will handle and arrange for the repurchased shares in accordance with the plan for repurchase of A Shares of the Company as considered and approved by the Board.
Annual Report 2025 DFZQ
Section VI Changes in Shares and Information on Shareholders
The monthly reports of the Company during the repurchase period are as follows:
Unit: Yuan Currency: RMB
| Month of repurchase | Number of repurchase (share) | Lowest trading price per Share | Highest trading price per Share | Total funds (excluding transaction fees) |
|---|---|---|---|---|
| May 2025 | 25,624,457 | 9.19 | 9.55 | 239,589,939.47 |
| June 2025 | 1,078,700 | 9.71 | 9.76 | 10,498,931.00 |
As at the end of the Reporting Period, the Company had cumulatively repurchased 61,546,481 A Shares of treasury stock that had not yet been canceled, which were used to safeguard the Company's value and shareholders' rights and interests. If the Company fails to complete the sale of the shares repurchased within 3 years after the completion of the repurchase, such portion of shares repurchased shall be deregistered after performing relevant procedures, and the Company's total share capital and circulating non-restricted shares will be reduced accordingly.
Save as disclosed above, during the year ended December 31, 2025, neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company's listed securities (including sale of treasury Shares).
XI. DURING THE REPORTING PERIOD, THE COMPANY DID NOT HAVE ANY MATTERS RELATING TO PREFERENCE SHARES.
Annual Report 2025 DFZQ
Section VII Information on Bonds
I. CORPORATE DEBENTURES (INCLUDING CORPORATE BONDS) AND DEBT FINANCING INSTRUMENTS OF NON-FINANCIAL ENTERPRISES
(i) Basic information of corporate bonds
Unit: 100 million Currency: RMB
| Name of bonds | Abbreviation | Code | Date of issuance | Date of initial interest accrued | Latest resale date after April 30, 2026 | Maturity date | Bond balance | Interest rate (%) | Repayment of principal and interest | Trading venue | Lead underwriter | Trustee | Investor suitability arrangements | Trading mechanism | Risk of termination of listing or public tender |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 Corporate Bonds publicly issued by DFZQ (for professional investors) (first tranche) | 25 Orient Securities 01 | 242271. SH | 2025/1/9 | 2025/1/13 | - | 2026/1/15 | 20 | 1.64 | Principal and interest to be repaid upon maturity in one lump sum | SSE | GF Securities and Western Securities | GF Securities | For professional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
| 2025 Short-term Corporate Bonds publicly issued by DFZQ (for professional investors) (third tranche) | 25 Orient Securities S3 | 243376. SH | 2025/7/22 | 2025/7/24 | - | 2026/1/20 | 20 | 1.61 | Principal and interest to be repaid upon maturity in one lump sum | SSE | GF Securities and Everbright Securities | GF Securities | For professional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
| 2023 Corporate Bonds publicly issued by DFZQ (for professional investors) (first tranche) (Type 2) | 23 Orient Securities 02 | 136918. SH | 2023/2/17 | 2023/2/21 | - | 2026/2/21 | 25 | 3.13 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | Orient Investment Banking and China Galaxy Securities | China Galaxy Securities | For professional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
| 2021 Subordinated Bonds publicly issued by DFZQ (second tranche) (Type 2) | 21 Orient Securities C3 | 175994. SH | 2021/4/14 | 2021/4/16 | - | 2026/4/16 | 15 | 4.2 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | Orient Investment Banking | Dongguan Securities | For institutional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
Annual Report 2025 DFZQ
Section VII Information on Bonds
| Name of bonds | Abbreviation | Code | Date of issuance | Date of initial interest accrued | Latest resale date after April 30, 2026 | Maturity date | Bond balance | Interest rate (%) | Repayment of principal and interest | Trading venue | Lead underwriter | Trustee | Investor suitability arrangements | Trading mechanism | Risk of termination of listing or public tender |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 Subordinated Bonds publicly issued by DFZQ (for professional investors) (first tranche) | 23 Orient Securities C1 | 115292. SH | 2023/4/20 | 2023/4/24 | - | 2026/4/24 | 30 | 3.3 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | Orient Investment Banking, GF Securities and Western Securities | GF Securities | For professional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
| 2025 Short-term Corporate Bonds publicly issued by DFZQ (for professional investors) (fourth tranche) | 25 Orient Securities S4 | 244109. SH | 2025/11/3 | 2025/11/5 | - | 2026/5/8 | 20 | 1.68 | Principal and interest to be repaid upon maturity in one lump sum | SSE | GF Securities and Everbright Securities | GF Securities | For professional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
| 2023 Corporate Bonds publicly issued by DFZQ (for professional investors) (third tranche) | 23 Orient Securities 04 | 115403. SH | 2023/5/22 | 2023/5/24 | - | 2026/5/24 | 30 | 2.9 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | Orient Investment Banking and China Galaxy Securities | China Galaxy Securities | For professional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
| 2025 Short-term Corporate Bonds publicly issued by DFZQ (for professional investors) (fifth tranche) | 25 Orient Securities S5 | 244431. SH | 2025/12/17 | 2025/12/19 | - | 2026/6/25 | 25 | 1.69 | Principal and interest to be repaid upon maturity in one lump sum | SSE | GF Securities and Everbright Securities | GF Securities | For professional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
Annual Report 2025 DFZQ
Section VII Information on Bonds
| Name of bonds | Abbreviation | Code | Date of issuance | Date of initial interest accrued | Latest resale date after April 30, 2026 | Maturity date | Bond balance | Interest rate (%) | Repayment of principal and interest | Trading venue | Lead underwriter | Trustee | Investor suitability arrangements | Trading mechanism | Risk of termination of listing or public tender |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 Subordinated Bonds publicly issued by DFZQ (for professional investors) (second tranche) | 23 Orient Securities C2 | 115763. SH | 2023/8/8 | 2023/8/10 | - | 2026/8/10 | 30 | 3.08 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | Orient Investment Banking, GF Securities and Western Securities | GF Securities | For professional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
| 2026 Short-term Corporate Bonds publicly issued by DFZQ (for professional investors) (first tranche) | 26 Orient Securities S1 | 244579. SH | 2026/1/21 | 2026/1/23 | - | 2026/9/25 | 40 | 1.69 | Principal and interest to be repaid upon maturity in one lump sum | SSE | GF Securities and Everbright Securities | GF Securities | For professional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
| 2023 Subordinated Bonds publicly issued by DFZQ (for professional investors) (third tranche) (Type 1) | 23 Orient Securities C3 | 240151. SH | 2023/10/26 | 2023/10/30 | - | 2026/10/30 | 28 | 3.3 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | GF Securities and Western Securities | GF Securities | For professional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
| 2023 Subordinated Bonds publicly issued by DFZQ (for professional investors) (fourth tranche) | 23 Orient Securities C5 | 240318. SH | 2023/11/21 | 2023/11/23 | - | 2026/11/23 | 20 | 3.18 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | GF Securities and Western Securities | GF Securities | For professional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
| 2026 Short-term Corporate Bonds publicly issued by DFZQ (for professional investors) (second tranche) (Type 1) | 26 Orient Securities S2 | 244807.SH | 2026/3/10 | 2026/3/12 | - | 2026/12/10 | 10 | 1.61 | Principal and interest to be repaid upon maturity in one lump sum | SSE | GF Securities and China Galaxy Securities | GF Securities | For professional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
Annual Report 2025 DFZQ
Section VII Information on Bonds
| Name of bonds | Abbreviation | Code | Date of issuance | Date of initial interest accrued | Latest resale date after April 30, 2026 | Maturity date | Bond balance | Interest rate (%) | Repayment of principal and interest | Trading venue | Lead underwriter | Trustee | Investor suitability arrangements | Trading mechanism | Risk of termination of listing or public tender |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 Corporate Bonds non-publicly issued by DFZQ (for professional investors) (first tranche) | 26 Orient Securities F1 | 281246. SH | 2026/1/7 | 2026/1/9 | - | 2027/1/10 | 30 | 1.77 | Principal and interest to be repaid upon maturity in one lump sum | SSE | GF Securities and China Galaxy Securities | GF Securities | For professional institutional investors | Click-to-trade, quote request, auction and negotiation | No |
| 2024 Corporate Bonds publicly issued by DFZQ (for professional investors) (first tranche) | 24 Orient Securities 01 | 240544. SH | 2024/1/23 | 2024/1/25 | - | 2027/1/25 | 18 | 2.73 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | GF Securities and Western Securities | GF Securities | For professional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
| 2026 Short-term Corporate Bonds publicly issued by DFZQ (for professional investors) (second tranche) (Type 2) | 26 Orient Securities S2 | 244908.SH | 2026/3/10 | 2026/3/12 | - | 2027/3/8 | 30 | 1.63 | Principal and interest to be repaid upon maturity in one lump sum | SSE | GF Securities and China Galaxy Securities | GF Securities | For professional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
| 2022 Corporate Bonds publicly issued by DFZQ (for professional investors) (first tranche) (Type 2) | 22 Orient Securities 02 | 137548. SH | 2022/7/19 | 2022/7/21 | - | 2027/7/21 | 15 | 3.18 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | Orient Investment Banking and China Galaxy Securities | China Galaxy Securities | For professional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
| 2017 Corporate Bonds publicly issued by DFZQ | 17 Orient Bonds 02 | 143233. SH | 2017/8/2 | 2017/8/3 | - | 2027/8/3 | 40 | 4.98 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | Orient Investment Banking | Dongguan Securities | For qualified investors | Matching, click-to-trade, quote request, auction and negotiation | No |
Annual Report 2025 DFZQ
Section VII Information on Bonds
| Name of bonds | Abbreviation | Code | Date of issuance | Date of initial interest accrued | Latest resale date after April 30, 2026 | Maturity date | Bond balance | Interest rate (%) | Repayment of principal and interest | Trading venue | Lead underwriter | Trustee | Investor suitability arrangements | Trading mechanism | Risk of termination of listing or public tender |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 Corporate Bonds publicly issued by DFZQ (for professional investors) (second tranche) | 22 Orient Securities 03 | 137725. SH | 2022/8/23 | 2022/8/25 | - | 2027/8/25 | 20 | 3 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | Orient Investment Banking and China Galaxy Securities | China Galaxy Securities | For professional investors | Matching, click-to trade, quote request, auction and negotiation | No |
| 2024 Corporate Bonds publicly issued by DFZQ (for professional investors) (fifth tranche) (sustainability-linked) | 24 Orient Securities 08 | 241955. SH | 2024/11/19 | 2024/11/21 | - | 2027/11/21 | 20 | 2.15 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | GF Securities and Western Securities | GF Securities | For professional investors | Matching, click-to trade, quote request, auction and negotiation | No |
| 2023 Corporate Bonds publicly issued by DFZQ (for professional investors) (second tranche) | 23 Orient Securities 03 | 115092. SH | 2023/3/17 | 2023/3/21 | - | 2028/3/21 | 16 | 3.32 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | Orient Investment Banking and China Galaxy Securities | China Galaxy Securities | For professional investors | Matching, click-to trade, quote request, auction and negotiation | No |
| 2025 Corporate Bonds for Science and Technology Innovation publicly issued by DFZQ (for professional investors) (first tranche) | 25 Orient Securities K1 | 242617. SH | 2025/5/9 | 2025/5/13 | - | 2028/5/13 | 10 | 1.69 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | GF Securities | GF Securities | For professional investors | Matching, click-to trade, quote request, auction and negotiation | No |
Annual Report 2025 DFZQ
Section VII Information on Bonds
| Name of bonds | Abbreviation | Code | Date of issuance | Date of initial interest accrued | Latest resale date after April 30, 2026 | Maturity date | Bond balance | Interest rate (%) | Repayment of principal and interest | Trading venue | Lead underwriter | Trustee | Investor suitability arrangements | Trading mechanism | Risk of termination of listing or public tender |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 Corporate Bonds publicly issued by DFZQ (for professional investors) (second tranche) | 25 Orient Securities 02 | 243540. SH | 2025/8/12 | 2025/8/14 | - | 2028/8/14 | 25 | 1.88 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | GF Securities and CF Securities China Galaxy Securities | For professional investors | Matching, click-to trade, quote request, auction and negotiation | No | |
| 2025 Corporate Bonds publicly issued by DFZQ (for professional investors) (third tranche) | 25 Orient Securities 03 | 243855. SH | 2025/9/22 | 2025/9/24 | - | 2028/9/24 | 30 | 2 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | GF Securities and GF Securities Gustaf Hattong | For professional investors | Matching, click-to trade, quote request, auction and negotiation | No | |
| 2025 Corporate Bonds publicly issued by DFZQ (for professional investors) (fourth tranche) | 25 Orient Securities 04 | 244035. SH | 2025/10/22 | 2025/10/24 | - | 2028/10/24 | 30 | 1.97 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | GF Securities and CF Securities China Galaxy Securities | For professional investors | Matching, click-to trade, quote request, auction and negotiation | No | |
| 2023 Subordinated Bonds publicly issued by DFZQ (for professional investors) (third tranche) (Type 2) | 23 Orient Securities C4 | 240152. SH | 2023/10/26 | 2023/10/30 | - | 2028/10/30 | 7 | 3.5 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | GF Securities and Western Securities | For professional investors | Matching, click-to trade, quote request, auction and negotiation | No |
Annual Report 2025 DFZQ
Section VII Information on Bonds
| Name of bonds | Abbreviation | Code | Date of issuance | Date of initial interest accrued | Latest resale date after April 30, 2026 | Maturity date | Bond balance | Interest rate (%) | Repayment of principal and interest | Trading venue | Lead underwriter | Trustee | Investor suitability arrangements | Trading mechanism | Risk of termination of listing or public tender |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 Corporate Bonds publicly issued by DFZQ (for professional investors) (fifth tranche) (Type 1) | 25 Orient Securities 05 | 244268. SH | 2025/11/20 | 2025/11/24 | - | 2028/11/24 | 46 | 1.91 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | GF Securities and China Galaxy Securities | GF Securities | For professional investors | Matching, click-to trade, quote request, auction and negotiation | No |
| 2025 Corporate Bonds publicly issued by DFZQ (for professional investors) (sixth tranche) | 25 Orient Securities 07 | 244348. SH | 2025/12/3 | 2025/12/5 | - | 2028/12/5 | 35 | 1.96 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | GF Securities and Guotai-Haitong | GF Securities | For professional investors | Matching, click-to trade, quote request, auction and negotiation | No |
| 2026 Subordinated Bonds publicly issued by DFZQ (for professional investors) (first tranche) (Type 1) | 26 Orient Securities C1 | 244630. SH | 2026/1/27 | 2026/1/29 | - | 2029/1/29 | 5 | 1.95 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | GF Securities and Everbright Securities | GF Securities | For professional investors | Matching, click-to trade, quote request, auction and negotiation | No |
| 2024 Subordinated Bonds publicly issued by DFZQ (for professional investors) (first tranche) | 24 Orient Securities C1 | 241168. SH | 2024/6/24 | 2024/6/26 | - | 2029/6/26 | 20 | 2.33 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | GF Securities, Western Securities and Everbright Securities | GF Securities | For professional investors | Matching, click-to trade, quote request, auction and negotiation | No |
Annual Report 2025 DFZQ
Section VII Information on Bonds
| Name of bonds | Abbreviation | Code | Date of issuance | Date of initial interest accrued | Latest resale date after April 30, 2026 | Maturity date | Bond balance | Interest rate (%) | Repayment of principal and interest | Trading venue | Lead underwriter | Trustee | Investor suitability arrangements | Trading mechanism | Risk of termination of listing or public tender |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 Subordinated Bonds publicly issued by DFZQ (for professional investors) (second tranche) | 24 Orient Securities C2 | 241210.SH | 2024/7/4 | 2024/7/8 | - | 2029/7/8 | 25 | 2.31 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | GF Securities, Western Securities and Everbright Securities | GF Securities | For professional investors | Matching, click-to trade, quote request, auction and negotiation | No |
| 2024 Corporate Bonds publicly issued by DFZQ (for professional investors) (second tranche) (Type 1) | 24 Orient Securities 02 | 241377.SH | 2024/8/6 | 2024/8/8 | - | 2029/8/8 | 10 | 2.05 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | GF Securities and Western Securities | GF Securities | For professional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
| 2024 Corporate Bonds publicly issued by DFZQ (for professional investors) (third tranche) (Type 1) | 24 Orient Securities 04 | 241508.SH | 2024/8/21 | 2024/8/23 | - | 2029/8/23 | 30 | 2.18 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | GF Securities and Western Securities | GF Securities | For professional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
| 2024 Corporate Bonds publicly issued by DFZQ (for professional investors) (fourth tranche) (Type 1) | 24 Orient Securities 06 | 241712.SH | 2024/10/15 | 2024/10/17 | - | 2029/10/17 | 30 | 2.28 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | GF Securities and Western Securities | GF Securities | For professional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
Annual Report 2025 DFZQ
Section VII Information on Bonds
| Name of bonds | Abbreviation | Code | Date of issuance | Date of initial interest accrued | Latest resale date after April 30, 2026 | Maturity date | Bond balance | Interest rate (%) | Repayment of principal and interest | Trading venue | Lead underwriter | Trustee | Investor suitability arrangements | Trading mechanism | Risk of termination of listing or public tender |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 Corporate Bonds publicly issued by DFZQ (for professional investors) (first tranche) (Type 2) | 25 Orient Securities C2 | 242595.SH | 2025/3/13 | 2025/3/17 | - | 2030/3/17 | 22 | 2.45 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | GF Securities, Western Securities and Everbright Securities | GF Securities | For professional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
| 2025 Perpetual Subordinated Bonds publicly issued by DFZQ (for professional investors) (first tranche) | 25 Orient Securities Y1 | 243639.SH | 2025/8/21 | 2025/8/25 | - | 2030/8/25^{3} | 30 | 2.35 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | GF Securities and China Galaxy Securities | GF Securities | For professional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
| 2025 Corporate Bonds publicly issued by DFZQ (for professional investors) (fifth tranche) (Type 2) | 25 Orient Securities 06 | 244269.SH | 2025/11/20 | 2025/11/24 | - | 2030/11/24 | 24 | 2 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | GF Securities and China Galaxy Securities | GF Securities | For professional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
| 2026 Subordinated Bonds publicly issued by DFZQ (for professional investors) (first tranche) (Type 2) | 26 Orient Securities C2 | 244631.SH | 2026/1/27 | 2026/1/29 | - | 2031/1/29 | 45 | 2.25 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | GF Securities and Everbright Securities | GF Securities | For professional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
| 2024 Corporate Bonds publicly issued by DFZQ (for professional investors) (second tranche) (Type 2) | 24 Orient Securities 03 | 241380.SH | 2024/8/8 | 2024/8/8 | - | 2034/8/8 | 20 | 2.3 | Interest to be paid annually, principal to be repaid upon maturity in one lump sum | SSE | GF Securities and Western Securities | GF Securities | For professional investors | Matching, click-to-trade, quote request, auction and negotiation | No |
3 Every five interest-accruing years constitutes a repricing period of the bonds. At the end of each repricing period, the Company is entitled to extend such tranche of bonds by one repricing period (i.e. for another period of 5 years) or redeem such tranche of bonds in full.
Annual Report 2025 DFZQ
Section VII Information on Bonds
Payment of interests of bonds during the Reporting Period
| Name of bonds | Explanation on payment of interests |
|---|---|
| 2022 Subordinated Bonds publicly issued by DFZQ (for professional investors) (first tranche) | Paid in full on time |
| 2024 Corporate Bonds publicly issued by DFZQ (for professional investors) (first tranche) | Interest paid in full on time |
| 2023 Corporate Bonds publicly issued by DFZQ (for professional investors) (first tranche) (Type 1) | Paid in full on time |
| 2023 Corporate Bonds publicly issued by DFZQ (for professional investors) (first tranche) (Type 2) | Interest paid in full on time |
| 2023 Corporate Bonds publicly issued by DFZQ (for professional investors) (second tranche) | Interest paid in full on time |
| 2021 Subordinated Bonds publicly issued by DFZQ (second tranche) (Type 2) | Interest paid in full on time |
| 2023 Subordinated Bonds publicly issued by DFZQ (for professional investors) (first tranche) | Interest paid in full on time |
| 2023 Corporate Bonds publicly issued by DFZQ (for professional investors) (third tranche) | Interest paid in full on time |
| 2024 Short-term Corporate Bonds publicly issued by DFZQ (for professional investors) (first tranche) | Paid in full on time |
| 2024 Subordinated Bonds publicly issued by DFZQ (for professional investors) (first tranche) | Interest paid in full on time |
| 2024 Subordinated Bonds publicly issued by DFZQ (for professional investors) (second tranche) | Interest paid in full on time |
| 2022 Corporate Bonds publicly issued by DFZQ (for professional investors) (first tranche) (Type 2) | Interest paid in full on time |
| 2022 Corporate Bonds publicly issued by DFZQ (for professional investors) (first tranche) (Type 1) | Paid in full on time |
Annual Report 2025 DFZQ
Section VII Information on Bonds
| Name of bonds | Explanation on payment of interests |
|---|---|
| 2025 Short-term Corporate Bonds publicly issued by DFZQ (for professional investors) (first tranche) | Paid in full on time |
| 2017 Corporate Bonds publicly issued by DFZQ | Interest paid in full on time |
| 2024 Corporate Bonds publicly issued by DFZQ (for professional investors) (second tranche) (Type 1) | Interest paid in full on time |
| 2024 Corporate Bonds publicly issued by DFZQ (for professional investors) (second tranche) (Type 2) | Interest paid in full on time |
| 2023 Subordinated Bonds publicly issued by DFZQ (for professional investors) (second tranche) | Interest paid in full on time |
| 2022 Corporate Bonds publicly issued by DFZQ (for professional investors) (second tranche) | Interest paid in full on time |
| 2024 Corporate Bonds publicly issued by DFZQ (for professional investors) (third tranche) (Type 1) | Interest paid in full on time |
| 2020 Perpetual Subordinated Bonds publicly issued by DFZQ (first tranche) | Paid in full on time |
| 2024 Corporate Bonds publicly issued by DFZQ (for professional investors) (fourth tranche) (Type 1) | Interest paid in full on time |
| 2023 Subordinated Bonds publicly issued by DFZQ (for professional investors) (third tranche) (Type 1) | Interest paid in full on time |
| 2023 Subordinated Bonds publicly issued by DFZQ (for professional investors) (third tranche) (Type 2) | Interest paid in full on time |
| 2025 Short-term Corporate Bonds publicly issued by DFZQ (for professional investors) (second tranche) | Paid in full on time |
| 2024 Corporate Bonds publicly issued by DFZQ (for professional investors) (fifth tranche) (Sustainability-linked) | Interest paid in full on time |
| 2023 Subordinated Bonds publicly issued by DFZQ (for professional investors) (fourth tranche) | Interest paid in full on time |
| 2022 Corporate Bonds publicly issued by DFZQ (for professional investors) (third tranche) | Paid in full on time |
Annual Report 2025 DFZQ
Section VII Information on Bonds
-
The Company or investor option clauses or investor protection clauses triggered or enforced The Company's "25 Orient Securities Y1" is issued with an issuer option of renewal and without an investor option of resale. As of the date of disclosure of this report, the issuer option of renewal has yet to become exercisable. For the issuer right of deferral of interest payment, the interest payment date has not yet arrived as of the date of disclosure of this report. The issuer option of redemption upon satisfaction of certain conditions has not been triggered as at the date of disclosure of this report.
-
Intermediaries providing services for issuance and subsistence of bonds
| Name of intermediary | Office address | Name of signing accountant (if applicable) | Contact | Tel |
|---|---|---|---|---|
| GF Securities Co., Ltd. | GF Securities, 39/F, Taikang Insurance Building, No. 429 North Nanquan Road, Pudong New Area, Shanghai | Not applicable | ZhangYicheng, Shan Mengyuan | 010-56571898 |
| China Galaxy Securities Co., Ltd. | 11/F, Qinghai Finance Building, No. 8 Xiying Street, Fengtai District, Beijing | Not applicable | Chen Qu | 010-80927231 |
| Everbright Securities Company Limited | 16/F, Tower A, Jing'an International Centre, No. 28 Puji Road, Jing'an District, Shanghai | Not applicable | Gu Yijun | 021-52523176 |
| Western Securities Co., Ltd. | Room 10000, Block 8, No. 319 Dongxin Street, Xincheng District, Xi'an, Shaanxi Province | Not applicable | Ma Lefei | 021-50207692 |
| Guotai Haitong Securities Co., Ltd. | 33/F, Bohua Plaza, No. 669 Xinzha Road, Jing'an District, Shanghai | Not applicable | Jin Yue, Zhang Miaojun | 010-83939722 |
| Dongguan Securities Co., Ltd. | 25/F, Pudong Kerry City Office Building, No. 1155 Fangdian Road, Shanghai | Not applicable | Hong Yihang | 021-50155106 |
| China Chengxin International Credit Rating Co., Ltd. | Room 60101, Block 1, No. 2 Nanzhugan Hutong, Dongcheng District, Beijing | Not applicable | Zhao Tingting, Jia Tianwei, Zheng Tianyi | 010-66428877 |
| KPMG LLP | 8/F, KPMG Tower, Oriental Plaza, No. 1 East Chang'an Avenue, Dongcheng District, Beijing | Zhang Nan, Ni Yi | Ni Yi | 021-22122888 |
| Deloitte Touche Tohmatsu Certified Public Accountants LLP | 30/F, Bund Center, No. 222 East Yan'an Road, Huangpu District, Shanghai | Shi Man, Ding Yiqing | Ding Yiqing | 021-61418888 |
Annual Report 2025 DFZQ
Section VII Information on Bonds
| Name of intermediary | Office address | Name of signing accountant (if applicable) | Contact | Tel |
|---|---|---|---|---|
| Shanghai Alshine Law Firm | 11/F, Building A, Greenland Group Plaza, No. 596 Middle Longhua Road, Xuhui District, Shanghai | Not applicable | Yang Chen | 021-33632298 |
| Grandall Law Firm (Shanghai) | 25-28/F, Suhewan Center, 99 North Shanxi Road, Jing'an District, Shanghai | Not applicable | Lin Yana | 021-52341668 |
| China Credit Green GoldTechnology (Beijing) Co., Ltd. | Galaxy SOHO-D, Nanzhugan Hutong, Dongcheng District, Beijing | Not applicable | Ma Jun | 010-88426677 |
-
There were no adjustments to the credit rating results of the bonds of the Company during the Reporting Period.
-
The implementation of and changes in guarantees, repayment plans and other repayment supporting measures and impacts thereof during the Reporting Period
| Current status | Implementation | Is there any change |
|---|---|---|
| During the Reporting Period, none of the Company’s outstanding bonds were secured with guarantees, and there was no change to the bond repayment plans or other debt servicing safeguard measures. | During the Reporting Period, the Company strictly performed all the provisions concerning the investor protection mechanisms as set out in the prospectus, repaid the interest and/or principal of the corporate bonds in full and on time, and timely disclosed relevant company information to safeguard the legitimate rights and interests of investors. | No |
| In accordance with the terms of the Company’s bond prospectus, the Company’s debt servicing safeguard measures include introducing a bond trustee system, formulating rules for bondholder meetings, strictly fulfilling information disclosure obligations, and establishing a dedicated debt servicing account. |
Annual Report 2025 DFZQ
Section VII Information on Bonds
(ii) Proceeds from bonds of the Company
- Basic information
Unit: 100 million Currency: RMB
| Bond code | Bond abbreviation | Whether it is a special category bond | Types of special category bond | Total proceeds | Balance of proceeds at the end of the Reporting Period | Balance of special account for proceeds at the end of the Reporting Period |
|---|---|---|---|---|---|---|
| 241955.SH | 24 Orient Securities 08 | Yes | Sustainability-linked bonds | 20.00 | 0.00 | 0.00 |
| 242271.SH | 25 Orient Securities 01 | No | – | 20.00 | 0.00 | 0.00 |
| 242595.SH | 25 Orient Securities C2 | No | – | 22.00 | 0.00 | 0.00 |
| 242857.SH | 25 Orient Securities S1 | Yes | Short-term corporate bonds | 20.00 | 0.00 | 0.00 |
| 242858.SH | 25 Orient Securities S2 | Yes | Short-term corporate bonds | 20.00 | 0.00 | 0.00 |
| 242617.SH | 25 Orient Securities K1 | Yes | Corporate bonds for science and technology innovation | 10.00 | 0.22 | 0.00 |
| 243376.SH | 25 Orient Securities S3 | Yes | Short-term corporate bonds | 20.00 | 0.00 | 0.00 |
| 243540.SH | 25 Orient Securities 02 | No | – | 25.00 | 0.00 | 0.00 |
| 243639.SH | 25 Orient Securities Y1 | Yes | Perpetual corporate bonds | 30.00 | 0.00 | 0.00 |
| 243855.SH | 25 Orient Securities 03 | No | – | 30.00 | 0.00 | 0.00 |
| 244035.SH | 25 Orient Securities 04 | No | – | 30.00 | 0.00 | 0.00 |
| 244109.SH | 25 Orient Securities S4 | Yes | Short-term corporate bonds | 20.00 | 0.00 | 0.00 |
| 244268.SH | 25 Orient Securities 05 | No | – | 46.00 | 0.00 | 0.00 |
| 244269.SH | 25 Orient Securities 06 | No | – | 24.00 | 0.00 | 0.00 |
| 244346.SH | 25 Orient Securities 07 | No | – | 35.00 | 2.00 | 2.00 |
| 244431.SH | 25 Orient Securities S5 | Yes | Short-term corporate bonds | 25.00 | 0.00 | 0.00 |
Annual Report 2025 DFZQ
Section VII Information on Bonds
- There were no adjustments to the use of proceeds raised from the corporate bonds of the Company during the Reporting Period.
- Use of proceeds
(1). The actual use of proceeds (excluding temporary replenishment of liquidity)
Unit: 100 million Currency: RMB
| Bond code | Bond abbreviation | Actual amount of proceeds utilized during the Reporting Period | Amounts of repayment of interest bearing debts (excluding bonds of the Company) | Amounts of repayment of bonds of the Company | Amounts of replenishment of liquidity | Amounts of fixed asset project investment | Amounts involved in equity investments, debt investments or asset acquisitions | Amounts of other uses |
|---|---|---|---|---|---|---|---|---|
| 241955.SH | 24 Orient Securities 08 | 9.00 | 0.00 | 9.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| 242271.SH | 25 Orient Securities 01 | 20.00 | 0.00 | 20.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| 242595.SH | 25 Orient Securities C2 | 22.00 | 0.00 | 11.00 | 11.00 | 0.00 | 0.00 | 0.00 |
| 242857.SH | 25 Orient Securities S1 | 20.00 | 0.00 | 0.00 | 20.00 | 0.00 | 0.00 | 0.00 |
| 242858.SH | 25 Orient Securities S2 | 20.00 | 0.00 | 0.00 | 20.00 | 0.00 | 0.00 | 0.00 |
| 242617.SH | 25 Orient Securities K1 | 9.00 | 0.00 | 3.00 | 0.00 | 0.00 | 0.00 | 6.00 |
| 243376.SH | 25 Orient Securities S3 | 20.00 | 0.00 | 0.00 | 20.00 | 0.00 | 0.00 | 0.00 |
| 243540.SH | 25 Orient Securities 02 | 25.00 | 0.00 | 25.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| 243639.SH | 25 Orient Securities Y1 | 30.00 | 0.00 | 0.00 | 30.00 | 0.00 | 0.00 | 0.00 |
| 243855.SH | 25 Orient Securities 03 | 30.00 | 0.00 | 30.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| 244035.SH | 25 Orient Securities 04 | 30.00 | 0.00 | 30.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| 244109.SH | 25 Orient Securities S4 | 20.00 | 0.00 | 0.00 | 20.00 | 0.00 | 0.00 | 0.00 |
| 244268.SH | 25 Orient Securities 05 | 46.00 | 0.00 | 3.00 | 43.00 | 0.00 | 0.00 | 0.00 |
| 244269.SH | 25 Orient Securities 06 | 24.00 | 0.00 | 24.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| 244346.SH | 25 Orient Securities 07 | 33.00 | 0.00 | 33.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| 244431.SH | 25 Orient Securities S5 | 25.00 | 0.00 | 0.00 | 25.00 | 0.00 | 0.00 | 0.00 |
Annual Report 2025 DFZQ
Section VII Information on Bonds
(2). The use of proceeds for repayment of corporate bonds and other interest-bearing debts
| Bond code | Bond abbreviation | Specific circumstances of repayment of corporate bonds | Specific circumstances of repayment of other interest-bearing debts (excluding corporate bonds) |
|---|---|---|---|
| 241955.SH | 24 Orient Securities 08 | RMB0.9 billion was used to repay the principal of 22 Orient Securities C1 | N/A |
| 242271.SH | 25 Orient Securities 01 | RMB1.6 billion was used to repay its own funds utilized for replacing and repaying the principal of 22 Orient Securities C1; and RMB0.4 billion was used to repay the principal of 23 Orient Securities 01 | N/A |
| 242595.SH | 25 Orient Securities C2 | RMB1.1 billion is intended to be used to replace its own funds utilized for repaying the principal of 23 Orient Securities 01 | N/A |
| 242617.SH | 25 Orient Securities K1 | RMB0.3 billion was used to replace its own funds utilized for repaying the principal of 24 Orient Securities S1 | N/A |
| 243540.SH | 25 Orient Securities 02 | RMB2.0 billion was used to repay its own funds utilized for replacing and repaying the principal of 22 Orient Securities 01; and RMB0.5 billion was used to repay the its own funds of 25 Orient Securities S1 | N/A |
| 243855.SH | 25 Orient Securities 03 | RMB1.5 billion was used to repay its own funds utilized for replacing and repaying the principal of 25 Orient Securities S1; and RMB1.5 billion was used to repay the its own funds of 20 Orient Securities Y1 | N/A |
| 244035.SH | 25 Orient Securities 04 | RMB3.0 billion was used to replace its own funds utilized for repaying the principal of 20 Orient Securities Y1 | N/A |
| 244268.SH | 25 Orient Securities 05 | RMB0.3 billion was used to replace its own funds utilized for repaying the principal of 20 Orient Securities Y1 | N/A |
| 244269.SH | 25 Orient Securities 06 | RMB0.2 billion was used to repay its own funds utilized for replacing and repaying the principal of 20 Orient Securities Y1; RMB2.0 billion was used to repay its own funds of 25 Orient Securities S2; and RMB0.2 billion was used to replace its own funds utilized for repaying the principal of 22 Orient Securities 04 | N/A |
| 244346.SH | 25 Orient Securities 07 | RMB3.3 billion was used to replace its own funds utilized for repaying the principal of 22 Orient Securities 04 | N/A |
Annual Report 2025 DFZQ
Section VII Information on Bonds
(3). The use of proceeds for replenishment (excluding temporary replenishment of liquidity herein)
| Bond code | Bond abbreviation | Specific circumstances of replenishment of liquidity |
|---|---|---|
| 242595.SH | 25 Orient Securities C2 | RMB1.1 billion was transferred to the Company's basic account for replenishment of liquidity |
| 242857.SH | 25 Orient Securities S1 | RMB2 billion was transferred to the Company's basic account for replenishment of liquidity |
| 242858.SH | 25 Orient Securities S2 | RMB2 billion was transferred to the Company's basic account for replenishment of liquidity |
| 243376.SH | 25 Orient Securities S3 | RMB2 billion was transferred to the Company's basic account for replenishment of liquidity |
| 243639.SH | 25 Orient Securities Y1 | RMB3 billion was transferred to the Company's basic account for replenishment of liquidity |
| 244109.SH | 25 Orient Securities S4 | RMB2 billion was transferred to the Company's basic account for replenishment of liquidity |
| 244268.SH | 25 Orient Securities 05 | RMB4.3 billion was transferred to the Company's basic account for replenishment of liquidity |
| 244431.SH | 25 Orient Securities S5 | RMB2.5 billion was transferred to the Company's basic account for replenishment of liquidity |
(4). The use of proceeds for other purposes
| Bond code | Bond abbreviation | Specific circumstances of other purposes |
|---|---|---|
| 242617.SH | 25 Orient Securities K1 | RMB678 million was allocated to investments in the field of science and technology innovation or to replace relevant investment expenditures in this field made within the 12 months prior to the issuance |
Annual Report 2025 DFZQ
Section VII Information on Bonds
4. Compliance of use of proceeds
| Bond code | Bond abbreviation | Use of proceeds agreed in the prospectus | Actual use of proceeds (including actual use and temporary replenishment of liquidity) as at the end of the Reporting Period | Whether the actual use is consistent with the agreed use (including the uses agreed in the prospectus and those after compliant changes) | Compliance of the use of proceeds and management of the special account for proceeds during the Reporting Period | Whether the use of proceeds complies with local government debt management regulations |
|---|---|---|---|---|---|---|
| 241955.SH | 24 Orient Securities 08 | Repayment of the principal of matured bonds of the Company and supplement to working capital | Repayment of the principal of matured bonds of the Company and supplement to working capital | Yes | Yes | Not applicable |
| 242271.SH | 25 Orient Securities 01 | Repayment of the principal of matured bonds of the Company | Repayment of the principal of matured bonds of the Company | Yes | Yes | Not applicable |
| 242595.SH | 25 Orient Securities C2 | Repayment of the principal of matured bonds of the Company and supplement to working capital | Repayment of the principal of matured bonds of the Company and supplement to working capital | Yes | Yes | Not applicable |
| 242857.SH | 25 Orient Securities S1 | Supplement to working capital | Supplement to working capital | Yes | Yes | Not applicable |
| 242858.SH | 25 Orient Securities S2 | Supplement to working capital | Supplement to working capital | Yes | Yes | Not applicable |
| 242617.SH | 25 Orient Securities K1 | No less than 70% of the proceeds was allocated to investments in the field of science and technology innovation or to replace relevant investment expenditures in this field made within the 12 months prior to the issuance, while the remaining proceeds will be used to repay the principal of matured corporate bonds | RMB678 million was exclusively used to support businesses in the field of science and technology innovation through forms such as equity, bonds, and fund investments, or to replace relevant investment expenditures in this field made within the 12 months prior to the issuance, RMB0.3 billion was used to replace its own funds utilized for repaying the principal of matured corporate bonds, and the remaining RMB22 million has not yet been utilized | Yes | Yes | Not applicable |
Annual Report 2025 DFZQ
Section VII Information on Bonds
| Bond code | Bond abbreviation | Use of proceeds agreed in the prospectus | Actual use of proceeds (including actual use and temporary replenishment of liquidity) as at the end of the Reporting Period | Whether the actual use is consistent with the agreed use (including the uses agreed in the prospectus and those after compliant changes) | Compliance of the use of proceeds and management of the special account for proceeds during the Reporting Period | Whether the use of proceeds complies with local government debt management regulations |
|---|---|---|---|---|---|---|
| 243376.SH | 25 Orient Securities S3 | Supplement to working capital | Supplement to working capital | Yes | Yes | Not applicable |
| 243540.SH | 25 Orient Securities 02 | Repayment of the principal of matured bonds of the Company | Repayment of the principal of matured bonds of the Company | Yes | Yes | Not applicable |
| 243639.SH | 25 Orient Securities Y1 | Supplement to working capital | Supplement to working capital | Yes | Yes | Not applicable |
| 243855.SH | 25 Orient Securities 03 | Repayment of the principal of matured bonds of the Company | Repayment of the principal of matured bonds of the Company | Yes | Yes | Not applicable |
| 244035.SH | 25 Orient Securities 04 | Repayment of the principal of matured bonds of the Company | Repayment of the principal of matured bonds of the Company | Yes | Yes | Not applicable |
| 244109.SH | 25 Orient Securities S4 | Supplement to working capital | Supplement to working capital | Yes | Yes | Not applicable |
| 244268.SH | 25 Orient Securities 05 | RMB2.7 billion was used for the repayment of the principal of matured bonds of the Company, and RMB4.3 billion was used for supplement to working capital | RMB0.3 billion was used for the repayment of the principal of matured bonds of the Company, and RMB4.3 billion was used for supplement to working capital | Yes | Yes | Not applicable |
| 244269.SH | 25 Orient Securities 06 | RMB2.4 billion was used for the repayment of the principal of matured bonds of the Company | Yes | Yes | Not applicable | |
| 244346.SH | 25 Orient Securities 07 | Repayment of the principal of matured bonds of the Company | RMB3.3 billion was used for the repayment of the principal of matured bonds of the Company. RMB0.2 billion remained unutilised as at the end of the reporting period and was used for the repayment of the principal of matured bonds of the Company in January 2026 | Yes | Yes | Not applicable |
| 244431.SH | 25 Orient Securities S5 | Supplement to working capital | Supplement to working capital | Yes | Yes | Not applicable |
Annual Report 2025 DFZQ
Annual Report 2025 DFZQ 249
Section VII Information on Bonds
(iii) Other matters on special category bonds
1. The Company as the issuer of perpetual corporate bonds
Unit: 100 million Currency: RMB
| Bond code | 243639.SH |
|---|---|
| Bond abbreviation | 25 Orient Securities Y1 |
| Bond balance | 30 |
| Information on renewal | – |
| Information on interest rate spike | There was no interest rate spike during the Reporting Period. |
| Information on interest deferral | There were no interest deferrals during the Reporting Period. |
| Information on mandatory interest payment | As the Company completed the 2025 interim profit distribution in October 2025, it constituted a mandatory interest payment event as agreed in the prospectus of the current bonds, the Company has paid the current interest on the bonds on time and in full. |
| Whether it is still included in equity and the related accounting treatment | Included in equity instruments |
| Other matters | N/A |
Section VII Information on Bonds
2. The Company is the issuer of science and technology innovation corporate bonds or innovation and entrepreneurship corporate bonds
Unit: 100 million Currency: RMB
| The issuer entity category applicable to the current bonds | Financial institution |
|---|---|
| Bond code | 242617.SH |
| Bond abbreviation | 25 Orient Securities K1 |
| Bond balance | 10.00 |
| Progress of utilisation of proceeds raised by science and technology innovation projects or financial institutions for investment in the field of science and technology innovation | As at the end of the Reporting Period, RMB978 million of the proceeds from the current bonds has been utilized. Among which, RMB0.3 billion was used to replace its own funds utilized for repaying the principal of 24 Orient Securities S1, RMB0.2 billion was invested in science and technology innovation bonds (STI bonds), RMB0.4 billion was used to provide market-making services for STI bonds, and RMB78 million was used for investment in science and technology innovation fields such as medical technology, new materials, and information technology through direct investment or technology innovation funds. |
| Effect of promoting the development of science and technology innovation | On the one hand, by investing in science and technology innovation bonds (STI bonds) and providing market-making services for such bonds, the Group has facilitated smooth primary fundraising, enhanced the market liquidity, investment appeal, and market recognition of STI bonds, and contributed to reducing potential financing costs; on the other hand, by adopting an approach of “investing in early, small-sized and hard-core technology enterprises” to deploy capital in early-stage projects, it has continuously focused on high-caliber technology and innovation enterprises and empower the innovation upgrading and high-quality development of high-tech industries. |
| Operation of the fund products (if any) | Nil |
| Other matters | Nil |
Annual Report 2025 DFZQ
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Section VII Information on Bonds
3. Other matters on specialized corporate bonds
Unit: 100 million Currency: RMB
| Name of bonds | 241955.SH |
|---|---|
| Bond abbreviation | 24 Orient Securities 08 |
| Bond balance | 20.00 |
| Sustainability key performance indicator (KPI) | For the key performance indicator (KPI) of the current bonds, the scale of the ESG-related bonds invested with the issuer’s own funds was selected. As at the end of 2025, the Company’s position in ESG-related bonds invested with its own funds amounted to RMB5,373 million. |
| Sustainability performance target (SPT) | The sustainability performance target (SPT) for the current bonds is an annualized compound growth rate of not less than 15% (inclusive) in the position of the ESG-related bonds invested with its own funds at the end of 2025 compared to the end of 2023, i.e. not less than RMB3,345 million. As at the end of 2025, the Company’s position in ESG-related bonds invested with its own funds amounted to RMB5,373 million, representing an annualized compound growth rate of 45.76% from the end of 2023. |
| Achievement of SPT | Achieved |
| Issuance of evaluation opinion or certification report and major content of assessment or certification | China Credit Green Gold Technology (Beijing) Co., Ltd. issued the 2024 verification and assessment report on April 18, 2025, with the contents of the assessment including, but not limited to, the performance results of the linked targets for the previous year, the achievement of sustainability benefits, and the impact of the performance results of the linked targets on the structure of the bonds. The 2025 assessment report will be issued on or before April 30, 2026. |
| Other matters | Nil |
Section VII Information on Bonds
(IV) Significant events relating to corporate bonds during the Reporting Period
- No non-operating fund occupation and intercompany borrowings have occurred during the Reporting Period.
- Liabilities
(1). Interest-bearing debt and its changes
1.1 Debt structure of the Company
As at the beginning and the end of the Reporting Period, the balance of interest-bearing debts of the Company (on a non-consolidated basis) was RMB200.667 billion and RMB226.740 billion, respectively, representing a year-on-year change of $12.99%$ in the balance of interest-bearing debts during the Reporting Period.
Unit: 100 million Currency: RMB
| Category of interest-bearing debts | Overdue | Maturity period Within 1 year (inclusive) | Over 1 year (exclusive) | Total amount | Proportion of amount in interest bearing debts (%) | | --- | --- | --- | --- | --- | --- | | Corporate credit bonds | – | 266.38 | 497.10 | 763.48 | 33.67 | | Loans from banks | – | – | – | – | – | | Loans from non-bank financial institutions | – | – | – | – | – | | Other interest-bearing debts | – | 1,502.92 | 1.00 | 1,503.92 | 66.33 | | Total | – | 1,769.30 | 498.10 | 2,267.40 | 100.00 |
As at the end of the Reporting Period, among the existing corporate credit bonds of the Company, the balance of corporate debentures was RMB76.348 billion, the balance of corporate bonds was 0, and the balance of debt financing instruments of non-financial enterprises was 0.
Annual Report 2025 DFZQ
Section VII Information on Bonds
1.2 Structure of consolidated interest-bearing debts of the Company
As at the beginning and the end of the Reporting Period, the balance of interest-bearing debts of the Company within the scope of the Company's consolidated statements was RMB208.536 billion and RMB235.385 billion, respectively, representing a year-on-year change of 12.87% in the balance of interest-bearing debts during the Reporting Period.
Unit: 100 million Currency: RMB
| Category of interest-bearing debts | Overdue | Maturity period | Total amount | Proportion of amount in interest bearing debts (%) | |
|---|---|---|---|---|---|
| Within 1 year (inclusive) | Over 1 year (exclusive) | ||||
| Corporate credit bonds | – | 266.38 | 518.13 | 784.51 | 33.33 |
| Loans from banks | – | 17.57 | – | 17.57 | 0.75 |
| Loans from non-bank financial institutions | – | – | – | – | – |
| Other interest-bearing debts | – | 1,549.75 | 2.02 | 1,551.77 | 65.92 |
| Total | – | 1,833.70 | 520.15 | 2,353.85 | 100.00 |
As at the end of the Reporting Period, among the existing corporate credit bonds of the Company on a consolidated basis, the balance of corporate bonds was RMB78.451 billion, the balance of enterprise bonds was 0, and the balance of debt financing instruments of non-financial enterprises was 0.
1.3 Overseas bonds
As at the end of the Reporting Period, the balance of overseas bonds issued within the scope of the Company's consolidated statements was USD0.3 billion (equivalent to RMB 2.109 billion).
Annual Report 2025 DFZQ
Section VII Information on Bonds
- Changes to the information disclosure affairs management system during the Reporting Period
☑ Changed ☐ Unchanged
Changes to the information disclosure management system
Pursuant to the new Companies Law, the Company has abolished the supervisory committee and the supervisor(s), and the information disclosure affairs management system has been amended accordingly.
Main contents of the changed information disclosure affairs management system
The relevant powers of the original supervisory committee shall be exercised by the Audit Committee.
Impact of the change on rights of investors
No particular impact.
(V) Accounting data and financial indicators of the Company for the recent 2 years as at the end of the Reporting Period
Unit: '000 Currency: RMB
| Major indicators | 2025 | 2024 | Increase or decrease of the year as compared with last year (%) | Reasons for change |
|---|---|---|---|---|
| Net profit after deducting non-recurring gains or losses | 5,507,110 | 3,242,306 | 69.85 | Increase in total profit |
| Current ratio | 0.83 | 0.83 | 0.00 | |
| Quick ratio | 0.83 | 0.83 | 0.00 | |
| Gearing ratio (%)^{Note} | 75.66 | 73.20 | Increased by 2.46 percentage points | Increase in liabilities |
| EBITDA to total debts ratio | 0.05 | 0.04 | 25.00 | Increase in EBITDA |
| Interest coverage ratio | 2.51 | 1.88 | 33.51 | Increase in total profit |
| Cash interest coverage ratio | 1.13 | 2.26 | (50.00) | Decrease in cash inflow from operating activities |
| EBITDA interest coverage ratio | 2.69 | 2.07 | 29.95 | Increase in EBITDA |
| Interest repayment ratio (%) | 100.00 | 100.00 | - | |
| Loan repayment rate (%) | 100.00 | 100.00 | - |
Note: Gearing ratio = (Total liabilities – Account payables to brokerage clients – Funds payable to securities issuers)/(Total assets – Account payables to brokerage clients – Funds payable to securities issuers)
II. DURING THE REPORTING PERIOD, THE COMPANY HAD NO CONVERTIBLE CORPORATE DEBENTURES.
Annual Report 2025 DFZQ
Section VIII Information Disclosures of Securities Company
I. RELEVANT INFORMATION ON MATERIAL ADMINISTRATIVE LICENSES OF THE COMPANY
| No. | Issued by | Title of document | Number of document | Issuing date |
|---|---|---|---|---|
| 1 | CSRC | the Approval Regarding the Registration of Short-term Corporate Bonds Publicly Issued by 東方證券股份有限公司 to Professional Investors | CSRC Approval [2025] No. 369 | February 27, 2025 |
| 2 | CSRC | the Approval Regarding the Registration of Perpetual Subordinated Corporate Bonds Publicly Issued by 東方證券股份有限公司 to Professional Investors | CSRC Approval [2025] No. 370 | February 27, 2025 |
| 3 | CSRC | the Approval Regarding the Registration of Corporate Bonds Publicly Issued by 東方證券股份有限公司 to Professional Investors | CSRC Approval [2025] No. 800 | April 15, 2025 |
| 4 | CSRC | the Regulatory Opinion on the Application of 東方證券股份有限公司 for Carrying Out the Pilot Program of Account Management Function Optimization | Ji Gou Si Han [2025] No. 1626 | November 18, 2025 |
| 5 | CSRC | the Regulatory Opinion on the Issuance of Technology Innovation Bonds by 東方證券股份有限公司 | Ji Gou Si Han [2025] No. 1644 | November 21, 2025 |
Annual Report 2025 DFZQ
Appendix I Organizational Structure of the Company
Annual Report 2025 DFZQ
Appendix II Information on Securities Branches of the Company
As at the end of the Reporting Period, the Company had 170 securities branches.
| Name of securities branches | Registered address (PRC) | Date of establishment |
|---|---|---|
| Shanghai Yangpu District Yangshupu Road Securities Branch of 東方證券股份有限公司 | 2/F, No. 318 Yangshupu Road, Yangpu District, Shanghai | December 9, 1993 |
| Shanghai Branch of 東方證券股份有限公司 | 2/F, No. 480 Urumqi North Road, Jing'an District, Shanghai | October 28, 1994 |
| Shanghai Pudong New Area Beimen Street Securities Branch of 東方證券股份有限公司 | 1/F and 5/F, No. 86 Beimen Street, Pudong New Area, Shanghai | February 20, 1995 |
| Shenzhen Jintian Road Securities Branch of 東方證券股份有限公司 | Units 01 and 02, 17/F, Dinghe Tower, No. 100 Fuhua 3rd Road, Futian District, Shenzhen, Guangdong Province | July 6, 1995 |
| Shanghai Baoshan District Changjiang West Road Securities Branch of 東方證券股份有限公司 | Rooms A-B, 1/F and East Side of 2/F, Block 5, No. 1788 Changjiang West Road, Baoshan District, Shanghai | June 23, 1998 |
| Shanghai Hongkou District Haining Road Securities Branch of 東方證券股份有限公司 | Room C, 1/F, 12/F, No. 307 Haining Road, Hongkou District, Shanghai | June 23, 1998 |
| Shanghai Hongkou District Quyang Road Securities Branch of 東方證券股份有限公司 | (1-2/F), Block A, No. 259 & 267 Quyang Road, Hongkou District, Shanghai | June 23, 1998 |
| Shanghai Huangpu District Beijing East Road Securities Branch of 東方證券股份有限公司 | Main Building, 5/F, No. 270 Beijing East Road, Huangpu District, Shanghai | June 23, 1998 |
| Shanghai Huangpu District Fengyang Road Securities Branch of 東方證券股份有限公司 | 2/F, No. 310 Fengyang Road, Huangpu District, Shanghai | June 23, 1998 |
| Shanghai Huangpu District Zhonghua Road Securities Branch of 東方證券股份有限公司 | Rooms 301-304 & 803, 804, West Side, No. 1600 Zhonghua Road, Huangpu District, Shanghai | June 23, 1998 |
| Shanghai Jiading District Cao'an Highway Securities Branch of 東方證券股份有限公司 | Rooms 106, 107, 1/F and Room A204, 2/F, No. 1685 Cao'an Highway, Jiading District, Shanghai | June 23, 1998 |
| Shanghai Jing'an District Wanrong Road Securities Branch of 東方證券股份有限公司 | No. 102-1, 1/F and No. 703-2, 703-3, 7/F, No. 1 Building, Lane 777 Wanrong Road, Jing'an District, Shanghai | June 23, 1998 |
| Shanghai Minhang District Dushi Road Securities Branch of 東方證券股份有限公司 | 1/F, No. 27 and Units 301A, 301B, 301C, and 301D, 3/F, No. 13, Lane 2635 Dushi Road, Minhang District, Shanghai | June 23, 1998 |
| Shanghai Minhang District Heqing Road Securities Branch of 東方證券股份有限公司 | Ground floor, No. 330-338 Heqing Road, Minhang District, Shanghai | June 23, 1998 |
| Shanghai Pudong New Area Chuansha Road Securities Branch of 東方證券股份有限公司 | Units 1002 & 1003, 10/F, Building A, Chuansha Enterprise Center Phase 1, No. 5788 Chuansha Road, Pudong New Area, Shanghai | June 23, 1998 |
| Shanghai Pudong New Area Mudan Road Securities Branch of 東方證券股份有限公司 | 6/F, No. 60 Mudan Road, Pudong New Area, Shanghai | June 23, 1998 |
| Shanghai Pudong New Area Pingdu Road Securities Branch of 東方證券股份有限公司 | Room 247, Block 3, No. 258 Pingdu Road, Pudong New Area, Shanghai | June 23, 1998 |
| Shanghai Pudong New Area Yaohua Road Securities Branch of 東方證券股份有限公司 | Room 107 and 16/F, No. 488 Yaohua Road, China (Shanghai) Pilot Free Trade Zone | June 23, 1998 |
Annual Report 2025 DFZQ
Appendix II Information on Securities Branches of the Company
| Name of securities branches | Registered address (PRC) | Date of establishment |
|---|---|---|
| Shanghai Pudong New Area Yuanshen Road Securities Branch of 東方證券股份有限公司 | Units 01-06, 3/F, No. 1088 Yuanshen Road, China (Shanghai) Pilot Free Trade Zone | June 23, 1998 |
| Shanghai Pudong New Area Zhoukang Road Securities Branch of 東方證券股份有限公司 | Room 2401-5, Room 2401-6, No. 28 Zhoukang Road, Zhoupu Town, Pudong New Area, Shanghai | June 23, 1998 |
| Shanghai Putuo District Guangxin Road Securities Branch of 東方證券股份有限公司 | Rooms 401-403, Rooms 405-406 & Rooms 2201-2203, No. 88 Guangxin Road, Putuo District, Shanghai | June 23, 1998 |
| Shanghai Putuo District Yunling East Road Securities Branch of 東方證券股份有限公司 | Room 202, 2/F, No. 235 & 245, Yunling East Road, Putuo District, Shanghai | June 23, 1998 |
| Shanghai Xuhui District Guangyuan West Road Securities Branch of 東方證券股份有限公司 | Rooms B & C, 6/F, Block 2, No. 315 Guangyuan West Road, Xuhui District, Shanghai | June 23, 1998 |
| Shanghai Xuhui District Yishan Road Securities Branch of 東方證券股份有限公司 | Unit 107, 1/F and Unit 201, 2/F, Building 85, No. 700 Yishan Road, Xuhui District, Shanghai | June 23, 1998 |
| Shanghai Xuhui District Yunjin Road Securities Branch of 東方證券股份有限公司 | Units 05-08, 9/F, No. 700 Yunjin Road, Xuhui District, Shanghai | June 23, 1998 |
| Shanghai Yangpu District Anbo Road Securities Branch of 東方證券股份有限公司 | Room 2, 1/F, 2/F & 3/F, No. 521 Anbo Road, Yangpu District, Shanghai | June 23, 1998 |
| Shanghai Changning District Changning Road Securities Branch of 東方證券股份有限公司 | Unit 1303, Block 1, No. 546 Changning Road, Changning District, Shanghai | June 23, 1998 |
| Shanghai Changning District Zunyi South Road Securities Branch of 東方證券股份有限公司 | Room 101, No. 88 Zunyi South Road, Changning District, Shanghai | June 23, 1998 |
| Fushun Liaochong Street Securities Branch of 東方證券股份有限公司 | 3-6/F, No. 25-2 Liaochong Street, Wanghua District, Fushun, Liaoning Province | August 18, 1998 |
| Fushun Yumin Road Securities Branch of 東方證券股份有限公司 | No. 15, Yumin Road, Xinfu District, Fushun, Liaoning Province | August 18, 1998 |
| Beijing Anli Road Securities Branch of 東方證券股份有限公司 | No. 301, 3/F, Building 27, No. 8 Beichen East Road, Chaoyang District, Beijing | April 4, 2001 |
| Chengdu Jianshe Road Securities Branch of 東方證券股份有限公司 | Suite 2102 & 2103, 21/F, Block 1, No. 9 and 1/F, No. 2 Jianshe Road, Chenghua District, Chengdu, Sichuan Province | April 11, 2001 |
| Fushun Xinhua Street Securities Branch of 東方證券股份有限公司 | Outlet No. 7, Building 20, Xinhua Street, Shuncheng District, Fushun, Liaoning Province | March 28, 2002 |
| Guangzhou Pazhou Avenue Securities Branch of 東方證券股份有限公司 | Rooms 3301 and 3308, No. 109 Pazhou Avenue, Haizhu District, Guangzhou City, Guangdong Province (for office use only) | April 21, 2002 |
| Changsha Laodong West Road Securities Branch of 東方證券股份有限公司 | Shop at Southeast Corner, 1/F of Podium and Zone A, 7/F, Zhongtian Power Building, No. 471 Laodong West Road, Yuhua District, Changsha, Hunan Province | June 7, 2002 |
| Zhejiang Branch of 東方證券股份有限公司 | Rooms 1302 and 1303, Tower B, Hualian Times Building, Shangcheng District, Hangzhou, Zhejiang Province | August 7, 2002 |
Annual Report 2025 DFZQ
Appendix II Information on Securities Branches of the Company
| Name of securities branches | Registered address (PRC) | Date of establishment |
|---|---|---|
| Suzhou Nanhuan East Road Securities Branch of 東方證券股份有限公司 | Rooms 109-115, 1/F, Building 1, No. 858 Nanhuan East Road, Gushu District, Suzhou, Jiangsu Province | August 12, 2005 |
| Guilin Zhongshan Middle Road Securities Branch of 東方證券股份有限公司 | North Zone, 4/F, Jintai Building, No. 16 Zhongshan Middle Road, Xiangshan District, Guilin, Guangxi Zhuang Autonomous Region | May 10, 2006 |
| Nanjing Beijing East Road Securities Branch of 東方證券股份有限公司 | Art & Crafts Building, No. 31 Beijing East Road, Xuanwu District, Nanjing, Jiangsu Province | May 10, 2006 |
| Tianjin Xikang Road Securities Branch of 東方證券股份有限公司 | 2/F, No. 42 Xikang Road, Xinxing Street, Heping District, Tianjin | May 10, 2006 |
| Wuhan Sanyang Road Securities Branch of 東方證券股份有限公司 | Room 1, 5/F, Block A, Jinyang New City, No. 118 Sanyang Road, Siwei Subdistrict, Jiang'an District, Wuhan, Hubei Province | May 11, 2006 |
| Beihai Beihai Avenue Securities Branch of 東方證券股份有限公司 | No. 0301, 3/F, Fengsheng Building, No. 187 Beihai Avenue, Beihai, Guangxi Zhuang Autonomous Region | May 12, 2006 |
| Shantou Changping Road Securities Branch of 東方證券股份有限公司 | 1/F & 9/F-11/F, Yiyuan Building, No. 161 Changping Road, Shantou, Guangdong Province | May 12, 2006 |
| Nanning Minzu Avenue Securities Branch of 東方證券股份有限公司 | Unit 2202, 22/F, Tower A, Hua Feng Cheng, No. 181 Minzu Avenue, Qingxiu District, Nanning City, Guangxi Zhuang Autonomous Region | May 15, 2006 |
| Shanghai Yangpu District Kongjiang Road Securities Branch of 東方證券股份有限公司 | Room A101, Rooms A2505, A2507-A2512, No. 1555 Kongjiang Road, Yangpu District, Shanghai | May 15, 2006 |
| Shenyang Nanba Middle Road Securities Branch of 東方證券股份有限公司 | 1-4/F, No. 25 Nanba Middle Road, Tiexi District, Shenyang, Liaoning Province | May 15, 2006 |
| Shenyang Changbai Third Street Securities Branch of 東方證券股份有限公司 | 1-3/F, No. 211 Changbai Third Street, Heping District, Shenyang, Liaoning Province | May 15, 2006 |
| Shenyang Chongshan East Road Securities Branch of 東方證券股份有限公司 | Room 1501, LSH Plaza, No. 11 Chongshan East Road, Huanggu District, Shenyang, Liaoning Province | May 16, 2006 |
| Shanghai Pudong New Area Zhangyang Road Securities Branch of 東方證券股份有限公司 | 2/F, Zone A, No. 638 Zhangyang Road, China (Shanghai) Pilot Free Trade Zone | May 17, 2006 |
| Shenzhen Shennan Avenue Securities Branch of 東方證券股份有限公司 | 2201A, Block A, Phase I, East Pacific International Center, No. 7888 Shennan Avenue, Donghai Community, Xiangmihu Subdistrict, Futian District, Shenzhen, Guangdong Province | May 18, 2006 |
| Shenyang Shifu Road Securities Branch of 東方證券股份有限公司 | Gates 2 and 3, No. 423 Shifu Road, Shenhe District, Shenyang, Liaoning Province | June 14, 2006 |
| Beijing Xueyuan Road Securities Branch of 東方證券股份有限公司 | Rooms 01-07, 12/F, Block B, Techart Plaza, No. 30 Xueyuan Road, Haidian District, Beijing | July 18, 2006 |
| Changchun Tongzhi Street Securities Branch of 東方證券股份有限公司 | Rooms 705, 707-712, 7/F, Torch Building, No. 2400 Tongzhi Street, Chaoyang District, Changchun, Jilin Province | July 31, 2006 |
| Hangzhou Longjing Road Securities Branch of 東方證券股份有限公司 | No. 53 Longjing Road, Hangzhou, Zhejiang Province | August 1, 2006 |
Annual Report 2025 DFZQ 259
Appendix II Information on Securities Branches of the Company
| Name of securities branches | Registered address (PRC) | Date of establishment |
|---|---|---|
| Guangzhou Pingyue Road Securities Branch of 東方證券股份有限公司 | No. 161 Pingyue Road, Tianhe District, Guangzhou, Guangdong Province | August 29, 2006 |
| Jinan Huaxin Road Securities Branch of 東方證券股份有限公司 | Room 108, Rooms 1302-1307 and Room 1309, Block 7, Xinyuanxin Center, No. 3 Huaxin Road, Licheng District, Jinan, Shandong Province | April 9, 2007 |
| Fuzhou Wanglong Second Road Securities Branch of 東方證券股份有限公司 | Office 07, Office 08, 23/F, 1#, Jianghui Business Centre (C&D Huicheng Xinshidai Mansion), No. 3 Wanglong Second Road, Ninghua Subdistrict, Taijiang District, Fuzhou, Fujian Province | August 24, 2007 |
| Shanghai Songjiang District Huting North Road Securities Branch of 東方證券股份有限公司 | Rooms 901-8, 901-9, 901-10 and 901-11 of No. 1 and Room 127 of No. 5, Lane 199 Huting North Road, Songjiang District, Shanghai | June 29, 2010 |
| Shanghai Songjiang District New Songjiang Road Securities Branch of 東方證券股份有限公司 | No. 251 New Songjiang Road, Songjiang District, Shanghai | July 5, 2010 |
| Shanghai Jinshan District Weiqing West Road Securities Branch of 東方證券股份有限公司 | Rooms 301-311, No. 17, Lane 128 & No. 132, 134, Weiqing West Road, Jinshan District, Shanghai | June 30, 2011 |
| Shanghai Qingpu District Wushebang Road Securities Branch of 東方證券股份有限公司 | No. 291 Wushebang Road (street-facing shop at 1/F of Block 3) and No. 289 Wushebang Road (Room 103 at 1/F of Block 4), Qingpu District, Shanghai | July 1, 2011 |
| Hefei Wangjiang West Road Securities Branch of 東方證券股份有限公司 | Office 801, 802 & 803, City Plaza, No. 99 Wangjiang West Road, Shushan District, Hefei, Anhui Province | January 31, 2012 |
| Linyi Tongda Road Securities Branch of 東方證券股份有限公司 | Shop 94-2 and Room 402 of Building 6, Xuyang City Landscape, Tongda Road, Yinqueshan Subdistrict, Lanshan District, Linyi, Shandong Province | February 14, 2012 |
| Shanghai Jiading District Jinsha Road Securities Branch of 東方證券股份有限公司 | 1/F, No. 1 & 3 Jinsha Road, Jiading District, Shanghai | February 17, 2012 |
| Shanghai Fengxian District Nanting Highway Securities Branch of 東方證券股份有限公司 | 1-2/F, Block 1, No. 269 Nanting Highway, Nanqiao Town, Fengxian District, Shanghai | February 28, 2012 |
| Shanghai Jiading District Huyi Highway Securities Branch of 東方證券股份有限公司 | Room 103, 1/F, No. 1158 Huyi Highway, Jiading District, Shanghai | November 2, 2012 |
| Shanghai Chongming District Nanmen Road Securities Branch of 東方證券股份有限公司 | West Area, Lobby, 1/F, Block 1, No. 178 Nanmen Road, Chongming District, Shanghai | November 19, 2012 |
| Shanghai Pudong New Area Jinke Road Securities Branch of 東方證券股份有限公司 | Rooms 310 and 313, Block 2, No. 2966 Jinke Road, China (Shanghai) Pilot Free Trade Zone | March 31, 2014 |
| Taiyuan Pingyang Road Securities Branch of 東方證券股份有限公司 | No. 1001, 1002 & 1003, 1-2/F, Block 171, No. 186 Pingyang Road, Taiyuan, Shanxi Province | April 17, 2014 |
| Huzhou Zhicheng Road Securities Branch of 東方證券股份有限公司 | 18-2-05, 18-2-06, 18-2-07, and 18-2-08, Building 18, Aishan Plaza, Zhicheng Road, Aishan Subdistrict, Wuxing District, Huzhou, Zhejiang Province | April 21, 2014 |
| Nanchang Lvyin Road Securities Branch of 東方證券股份有限公司 | Rooms 2902, 2903, 29/F, Office Building, Lianfa Plaza, No. 129 Lvyin Road, Nanchang, Jiangxi Province | April 23, 2014 |
Annual Report 2025 DFZQ
Appendix II Information on Securities Branches of the Company
| Name of securities branches | Registered address (PRC) | Date of establishment |
|---|---|---|
| Xiangtan Huxiang North Road Securities Branch of 東方證券股份有限公司 | 0101002-0101003, Block D1-2, Lot D, Xiangyinxicheng, No. 3 Huxiang North Road, Baota Subdistrict, Yuetang District, Xiangtan, Hunan Province | April 23, 2014 |
| Shaoxing Shangyu Liangzhu Avenue Securities Branch of 東方證券股份有限公司 | 1/F, Xintianlong Mansion, No. 2389 North Section of Liangzhu Avenue, Baiguan Subdistrict, Shangyu District, Shaoxing, Zhejiang Province | May 16, 2014 |
| Yiwu Jiangbin Middle Road Securities Branch of 東方證券股份有限公司 | No. 36 and No. 38 Jiangbin Middle Road and 1-2 Floor, No. 854 Qingyun Street, Choucheng Subdistrict, Yiwu, Zhejiang Province | May 26, 2014 |
| Zhengzhou Jingsan Road Securities Branch of 東方證券股份有限公司 | 2/F, No. 14 Jingsan Road, Jinshui District, Zhengzhou, Henan Province | May 27, 2014 |
| Hohhot Wulanchabu East Street Securities Branch of 東方證券股份有限公司 | No. 102, 1/F, Tianyi Building, Wulanchabu East Street, Saihan District, Hohhot City, Inner Mongolia Autonomous Region | May 28, 2014 |
| Putian Shengli North Street Securities Branch of 東方證券股份有限公司 | 1-2/F, No. 1102 and No. 1106 Shengli North Street, Zhenhai Subdistrict, Licheng District, Putian, Fujian Province | May 29, 2014 |
| Chongqing Jinzhou Avenue Securities Branch of 東方證券股份有限公司 | Units 28-35 and 38-41, No. 36 Jinzhou Avenue, New North Zone, Chongqing | June 3, 2014 |
| Chaoyang Street Securities Branch of 東方證券股份有限公司 | No. 60, the Third Section of Chaoyang Street, Shuangta District, Chaoyang, Liaoning Province | June 4, 2014 |
| Kunming Bailong Road Securities Branch of 東方證券股份有限公司 | No. 1001 & 1008, 10/F, Diangao Commercial Building, No. 19 Bailong Road, Panlong District, Kunming, Yunnan Province | June 5, 2014 |
| Fuzhou Wusi Road Securities Branch of 東方證券股份有限公司 | 17F, Southwest Side, Donghuang Building, No. 109 Wusi Road, Gulou District, Fuzhou, Fujian Province | June 10, 2014 |
| Shanghai Baoshan District Songliang Road Securities Branch of 東方證券股份有限公司 | Room 102, No. 10 Songliang Road, Baoshan District, Shanghai | June 12, 2014 |
| Shenzhen Haide Third Road Securities Branch of 東方證券股份有限公司 | Rooms 902-904 and 911, Tiley Central Plaza, No. 199 Haide Third Road, Houhai Avenue, Yuehai Subdistrict, Nanshan District, Shenzhen | June 17, 2014 |
| Chengdu Tianfu 2nd Street Securities Branch of 東方證券股份有限公司 | No. 203, 204, and 205, 2/F, Building 2, No. 138 Tianfu 2nd Street, Chengdu Hi-Tech Zone, China (Sichuan) Pilot Free Trade Zone | June 24, 2014 |
| Shanghai Pudong New Area Dongyu Road Securities Branch of 東方證券股份有限公司 | 2/F, No. 10, Lane 255, Dongyu Road, Pudong New Area, Shanghai | June 26, 2014 |
| Lhasa Jinzhu West Road Securities Branch of 東方證券股份有限公司 | Room 401, 4th Floor, Puyin Building, No. 111 Jinzhu West Road, Jinzhu West Road Subdistrict, Chengguan District, Lhasa, Tibet Autonomous Region | July 10, 2014 |
| Shanghai Huangpu District Zhongshan South Road First Securities Branch of 東方證券股份有限公司 | Room 402, 4/F, No. 318 Zhongshan South Road, Huangpu District, Shanghai | July 14, 2014 |
| Xi'an Keji Road Securities Branch of 東方證券股份有限公司 | Room 10903, Building 1, Digital Tower, High-Tech International Business Center, Hi-Tech Zone, Xi'an, Shaanxi Province | July 14, 2014 |
Annual Report 2025 DFZQ
Appendix II Information on Securities Branches of the Company
| Name of securities branches | Registered address (PRC) | Date of establishment |
|---|---|---|
| Yantai Yingchun Street Securities Branch of 東方證券股份有限公司 | Inner No. 102, No. 171 Yingchun Street, Laishan District, Yantai, Shandong Province | July 22, 2014 |
| Deyang Lushan South Road Securities Branch of 東方證券股份有限公司 | No. 10-12, Section 1, Lushan South Road, Jingyang District, Deyang, Sichuan Province | August 15, 2014 |
| Shanghai First Branch of 東方證券股份有限公司 | Shop 140, 1/F, No. 517 Qifan Road and Room 1517, Block B, South Building, No. 515 Qifan Road, Pudong New Area, Shanghai | September 2, 2014 |
| Nanchong Hongguang Road Securities Branch of 東方證券股份有限公司 | 1/F and 3/F, No. 83 Hongguang Road, Shunqing District, Nanchong, Sichuan Province | September 29, 2014 |
| Shanghai Pudong New Area Tang'an Road Securities Branch of 東方證券股份有限公司 | No. 782 Tang'an Road, Pudong New Area, Shanghai | October 10, 2014 |
| Shanghai Pudong New Area Yincheng Middle Road Securities Branch of 東方證券股份有限公司 | Rooms 2301 and 2304B, No. 488 Yincheng Middle Road, China (Shanghai) Pilot Free Trade Zone | May 8, 2015 |
| Zhuzhou Yangtze North Road Securities Branch of 東方證券股份有限公司 | 1st Floor, Changsha Huatian Hotel East Wing, No. 1 Yangtze North Road, Tianyuan District, Zhuzhou, Hunan Province | June 18, 2015 |
| Nantong Renmin Middle Road Securities Branch of 東方證券股份有限公司 | No. 60-1 Renmin Middle Road, Chongchuan District, Nantong, Jiangsu Province | June 25, 2015 |
| Xiamen Xianyue Road Securities Branch of 東方證券股份有限公司 | Units 105-106 and Unit 108-1, No. 555 Xianyue Road, Siming District, Xiamen, Fujian Province | July 14, 2015 |
| Liuzhou Wenchang Road Securities Branch of 東方證券股份有限公司 | No. 2-1, 2, 3, Block 21, Dongjun, No. 26 Wenchang Road, Liuzhou, Guangxi Zhuang Autonomous Region | July 16, 2015 |
| Xi'an Taoyuan South Road Securities Branch of 東方證券股份有限公司 | No. 38 Taoyuan South Road, Lianhu District, Xi'an, Shaanxi Province | July 22, 2015 |
| Harbin Ganshui Road Securities Branch of 東方證券股份有限公司 | Shop 14, 1-3/F, Commercial Building, Wanda Commercial Center, No. 84 Ganshui Road, Nangang Jizhong District, Harbin Economic-technological Development Zone, Heilongjiang Province | July 23, 2015 |
| Guiyang Changling North Road Securities Branch of 東方證券股份有限公司 | No. 1 (Room 8), 4/F, Building 5, East Tower 5, Financial Business East District, Zhongtian Convention & Exhibition City B district, Changling North Road, Guanshanhu District, Guiyang City, Guizhou Province | July 27, 2015 |
| Haikou Jinlong Road Securities Branch of 東方證券股份有限公司 | Rooms 1007, 1008, 1009 & 1010, 10/F, Yilong Plaza Complex, No. 15 Jinlong Road, Jinmao Street, Longhua District, Haikou, Hainan Province | July 27, 2015 |
| Lanzhou Nanchang Road Securities Branch of 東方證券股份有限公司 | 1/F, Shengshi Kaixuan Building, No. 1918 Nanchang Road, Chengguan District, Lanzhou, Gansu Province | July 27, 2015 |
| Yinchuan Dalian Middle Road Securities Branch of 東方證券股份有限公司 | Room 09, 9th Floor, Lide Fortune Building, 539 Dalian Middle Road, Jinfeng District, Yinchuan City, Ningxia Hui Autonomous Region | July 27, 2015 |
| Shijiazhuang Tiyu South Street Securities Branch of 東方證券股份有限公司 | No. 233 Tiyu South Street, Yuhua District, Shijiazhuang, Hebei Province | July 28, 2015 |
Annual Report 2025 DFZQ
Appendix II Information on Securities Branches of the Company
| Name of securities branches | Registered address (PRC) | Date of establishment |
|---|---|---|
| Jiaxing Guangyi Road Securities Branch of 東方證券股份有限公司 | No. 864, 866 and 868 Guangyi Road, Jiaxing Economic and Technological Development Zone, Jiaxing, Zhejiang Province | July 29, 2015 |
| Wenzhou Xinhe Street Securities Branch of 東方證券股份有限公司 | Room 601, Block A, Songtai Building, Xinhe Street, Lucheng District, Wenzhou, Zhejiang Province | July 29, 2015 |
| Wuxi Liangqing Road Securities Branch of 東方證券股份有限公司 | Room 902, No. 88 Liangqing Road, Binhu District, Wuxi City, Jiangsu Province | July 29, 2015 |
| Ningbo Baohua Street Securities Branch of 東方證券股份有限公司 | No. 6-4, No. 77 Baohua Street, Yinzhou District, Ningbo, Zhejiang Province | July 30, 2015 |
| Quanzhou Jinhuai Street Securities Branch of 東方證券股份有限公司 | Room 702, Block A, Gas Building, No. 25 Jinhuai Street, Fengze District, Quanzhou, Fujian Province | July 30, 2015 |
| Taizhou South Plaza Road Securities Branch of 東方證券股份有限公司 | No. 44, 46 and 48, South Plaza Road, Baiyun Street, Jiaojiang District, Taizhou, Zhejiang Province (self-declared) | July 30, 2015 |
| Zhenjiang Dongwu Road Securities Branch of 東方證券股份有限公司 | Room 110, 1/F, Building 1, No. 38 Dongwu Road, Zhenjiang, Jiangsu Province | July 30, 2015 |
| Urumqi Nanhu Road Securities Branch of 東方證券股份有限公司 | No. 4, 5, 3/F, Building Construction Mansion, No. 133 Nanhu Road, Shuimogou District, Urumqi, Xinjiang Uygur Autonomous Region | July 31, 2015 |
| Xining Wusi Avenue Securities Branch of 東方證券股份有限公司 | Rooms 1174 and 1175, 17th Floor, Building 10, No. 37 Wusi Avenue, Chengxi District, Xining City, Qinghai Province | August 3, 2015 |
| Taiyuan Jinci Road Securities Branch of 東方證券股份有限公司 | Rooms 3402 and 3403, 34th Floor, Tower B, China Overseas International Center No. 8, Section 1, Jinci Road, Wanbailin District Taiyuan City Shanxi Province | November 23, 2016 |
| Baotou Qingnian Road Securities Branch of 東方證券股份有限公司 | 1-A4, Hengyuan Ginza Commercial Building, No. 28 Qingnian Road, Qingshan District, Baotou, Inner Mongolia Autonomous Region | November 25, 2016 |
| Jinhua Bayi North Street Securities Branch of 東方證券股份有限公司 | No. 200 Bayi North Street, Wucheng District, Jinhua, Zhejiang Province | December 16, 2016 |
| Zhangjiagang Donghuan Road Securities Branch of 東方證券股份有限公司 | Chengnan Building, No. 68 Donghuan Road, Yangshe Town, Zhangjiagang, Jiangsu Province | December 19, 2016 |
| Changshu Lizha Road Securities Branch of 東方證券股份有限公司 | 1/F & 2/F, 21, 22 & 23, No. 65 Lizha Road, Changshu, Jiangsu Province | December 21, 2016 |
| Yangzhou Wenhui East Road Securities Branch of 東方證券股份有限公司 | No. 231 Wenhui East Road, Economic Development Zone, Yangzhou, Jiangsu Province | December 26, 2016 |
| Shaoxing Didanghu Road Securities Branch of 東方證券股份有限公司 | 705, 706, No. 68 Didanghu Road, Didang Subdistrict, Yuecheng District, Shaoxing, Zhejiang Province | February 15, 2017 |
| Xi'an Weiyang Road Securities Branch of 東方證券股份有限公司 | Room 11801, Tower A, Zhongdeng Building No. 138-1 Weiyang Road, Xi'an, Shaanxi Province | March 13, 2017 |
| Shanghai Jing'an District Yanping Road Securities Branch of 東方證券股份有限公司 | 1-2/F, No. 167 Yanping Road, Jing'an District, Shanghai | April 5, 2017 |
Annual Report 2025 DFZQ
Appendix II Information on Securities Branches of the Company
| Name of securities branches | Registered address (PRC) | Date of establishment |
|---|---|---|
| Shenzhen Shennan East Road Securities Branch of 東方證券股份有限公司 | Rooms 1902, 1903, and 1905, Main Building, Shun Hing Square, No. 5002 Shennan East Road, Hongcun Community, Guiyuan Street, Luohu District, Shenzhen, Guangdong Province | April 10, 2017 |
| Zhuhai Jida Road Securities Branch of 東方證券股份有限公司 | No. 106, 1/F & No. 202, 2/F, Petroleum Building, No. 103 Jida Road, Xiangzhou District, Zhuhai, Guangdong Province | April 13, 2017 |
| Hefei Meishan Road Securities Branch of 東方證券股份有限公司 | Center area of 1/F and whole floor of 2/F, No. 19 Meishan Road, Shushan District, Hefei, Anhui Province | April 20, 2017 |
| Zibo Liuquan Road Securities Branch of 東方證券股份有限公司 | Outlets 16 & 17, Huaxinyuan, No. 258 Liuquan Road, High-tech Zone, Zibo, Shandong Province | April 25, 2017 |
| Wuhu Beijing Middle Road Securities Branch of 東方證券股份有限公司 | No. 501, Jinghu Star, No. 1 Beijing Middle Road, Fanluoshan Subdistrict, Jinghu District, Wuhu, Anhui Province | June 16, 2017 |
| Jiangmen Yingbin Middle Avenue Securities Branch of 東方證券股份有限公司 | Suite 2208-2209, Block 1, No. 118 Middle Section of Yingbin Avenue, Pengjiang District, Jiangmen, Guangdong Province | June 19, 2017 |
| Changzhou Longjin Road Securities Branch of 東方證券股份有限公司 | Rooms 1103 & 1104, Building 3, Modern Media Centre, No. 1590 Longjin Road, Xinbei District, Changzhou, Jiangsu Province | June 21, 2017 |
| Chengdu Wanxiang South Road Securities Branch of 東方證券股份有限公司 | 2/F, No. 231-201 Wanxiang South Road, High-tech Zone, Chengdu, Sichuan Province | June 21, 2017 |
| Tangshan Beixin West Road Securities Branch of 東方證券股份有限公司 | No. 36-13 Beixin West Road, Lijingqin Garden, Zhangdali, Lubei District, Tangshan, Hebei Province | June 22, 2017 |
| Xuchang Xudu Road Securities Branch of 東方證券股份有限公司 | 2/F, Block A, No. 1, Huitong Commercial Garden, South of Xudu Road & West of Zhihui Avenue, Dongcheng District, Xuchang, Henan Province | June 22, 2017 |
| Yichang Xiling First Road Securities Branch of 東方證券股份有限公司 | Shop 117, Jin’an Downtown, No. 15 Xiling First Road, Xiling District, Yichang, Hubei Province | June 22, 2017 |
| Shandong Branch of 東方證券股份有限公司 | Unit 07 and 08, Floor 12A, Building 2, Conson Financial Center, No. 31 Xianxialing Road, Laoshan District, Qingdao City, Shandong Province | June 22, 2017 |
| Dalian Taiyuan Street Securities Branch of 東方證券股份有限公司 | No. 177-13 Taiyuan Street, Shahekou District, Dalian, Liaoning Province | June 23, 2017 |
| Guangzhou Guangzhou Middle Avenue Securities Branch of 東方證券股份有限公司 | 301 Self-built Room 2, No. 129-133 Middle Section of Guangzhou Avenue, Yuexiu District, Guangzhou, Guangdong Province | June 23, 2017 |
| Yueyang Jin’e Middle Road Securities Branch of 東方證券股份有限公司 | 1/F, Shengxincheng Caizhi Mansion, No. 408 Jin’e Middle Road, Yueyanglou District, Yueyang, Hunan Province | June 23, 2017 |
| Beijing Guomao Securities Branch of 東方證券股份有限公司 | Room A111, 1/F & Room A212, 2/F, Block 17, No. 8 Guanghua Road, Chaoyang District, Beijing | June 26, 2017 |
| Dongguan Hongfu Road Securities Branch of 東方證券股份有限公司 | Room 701, Building 1, No. 106 Hongfu Road, Nancheng Subdistrict, Dongguan, Guangdong Province | June 26, 2017 |
| Chongqing Honghu West Road Securities Branch of 東方證券股份有限公司 | No. 41 & 43, Honghu West Road, Yubei District, Chongqing | June 26, 2017 |
Annual Report 2025 DFZQ
Appendix II Information on Securities Branches of the Company
| Name of securities branches | Registered address (PRC) | Date of establishment |
|---|---|---|
| Foshan Nanhai North Avenue Securities Branch of 東方證券股份有限公司 | 03-08, 17/F, Office Building E, Zone 1, Yunjin Plaza, Yuexiu Xinghui, No. 84 Nanhai North Avenue, Guicheng Subdistrict, Nanhai District, Foshan, Guangdong Province | June 27, 2017 |
| Luoyang Nanchang Road Securities Branch of 東方證券股份有限公司 | No. 107, Block 4, No. 14 Nanchang Road, Jianxi District, Luoyang, Henan Province | June 27, 2017 |
| Xuzhou Heping Road Securities Branch of 東方證券股份有限公司 | No. 101-1, Wenyuan Building, Jiangsu Normal University Science & Technology Park, No. 59 Heping Road, Yunlong District, Xuzhou, Jiangsu Province | June 27, 2017 |
| Zhongshan Zhongshan Fifth Road Securities Branch of 東方證券股份有限公司 | Unit 01, 12/F, Block 3, Zima Benteng Square, No. 2 Zhongshan Fifth Road, Eastern District, Zhongshan, Guangdong Province | June 27, 2017 |
| Zhengzhou Jinshui East Road Securities Branch of 東方證券股份有限公司 | 1909, 19/F, Unit 1, No. 51 Jinshui East Road, Zhengzhou Area (Zhengdong), Henan Pilot Free Trade Zone | January 2, 2019 |
| Xi'an Cuihua Road Securities Branch of 東方證券股份有限公司 | Rooms 10204 and 10206, 2/F, Unit 1, Block 1, Jiahe Commercial Building, No. 500 Cuihua Road, Qujiang New District, Xi'an, Shaanxi Province | January 4, 2019 |
| Bengbu Shengli West Road Securities Branch of 東方證券股份有限公司 | 101#-104#, 122#-126#, 1/F, Building 1, Yinhe Center, No. 28 Shengli West Road, Yuhui District, Bengbu, Anhui Province | January 8, 2019 |
| Hangzhou Jinji Road Securities Branch of 東方證券股份有限公司 | No. 327 Jinji Road, Beigan Subdistrict, Xiaoshan District, Hangzhou, Zhejiang Province | January 8, 2019 |
| Ningbo Tiantong North Road Securities Branch of 東方證券股份有限公司 | Rooms 1605 and 1607, Block C, Hebang Mansion, No. 899 Tiantong North Road, Zhonghe Subdistrict, Yinzhou District, Ningbo, Zhejiang Province | January 8, 2019 |
| Changsha Furong South Road Securities Branch of 東方證券股份有限公司 | Room 201A, Jiezuo Building, No. 828, South Furong Road (Section 1), Tianxin District, Changsha, Hunan Province | January 8, 2019 |
| Shenzhen Xinhu Road Securities Branch of 東方證券股份有限公司 | 2608-2610, Block B, Phase III, North Area, Yifang Commercial Center, No. 99 Xinhu Road, Xin'an Subdistrict, Bao'an District, Shenzhen, Guangdong Province | January 9, 2019 |
| Yixing Jiefang East Road Securities Branch of 東方證券股份有限公司 | No. 239 and 251, Jiefang East Road, Yicheng Subdistrict, Yixing, Jiangsu Province | January 9, 2019 |
| Wuhan Qingnian Road Securities Branch of 東方證券股份有限公司 | Unit 09-11, 16/F, China Overseas Center, No. 278 Qingnian Road, Jianghan District, Wuhan, Hubei Province | January 14, 2019 |
| Weifang Shengli East Street Securities Branch of 東方證券股份有限公司 | Rooms 1628, 1629, 1630 and 1631, Weifang Fortune Center, No. 299 Shengli East Street, Jinma Community, Xincheng Subdistrict, High-tech Zone, Weifang, Shandong Province | January 15, 2019 |
| Beijing Wangjing Securities Branch of 東方證券股份有限公司 | No. 410C-1(1)5, 1/F, Building 410, Wangjingxiyuan C, Chaoyang District, Beijing | January 17, 2019 |
| Jinzhong Dingyang Road Securities Branch of 東方證券股份有限公司 | 5-2, 5-3, No. 500 Dingyang Road, Yuci District, Jinzhong, Shanxi Province | April 9, 2019 |
Annual Report 2025 DFZQ
Appendix II Information on Securities Branches of the Company
| Name of securities branches | Registered address (PRC) | Date of establishment |
|---|---|---|
| Dongying Fuqian Avenue Securities Branch of 東方證券股份有限公司 | Rooms 2201-2206 and 2217-2220, 22/F, Block 1, Huali International Financial Plaza, No. 128 Fuqian Avenue, Dongying Development Zone, Shandong Province | May 19, 2020 |
| Hangzhou Shixin North Road Securities Branch of 東方證券股份有限公司 | Room 1001, Block 1, Dongfang Zhizun International Center, Ningwei Subdistrict, Xiaoshan District, Hangzhou, Zhejiang Province | October 9, 2020 |
| Baoding Ruixiang Avenue Securities Branch of 東方證券股份有限公司 | No. 1966-8 Ruixiang Avenue, Lianchi District, Baoding, Hebei Province | December 7, 2020 |
| Jincheng Hongxing East Street Securities Branch of 東方證券股份有限公司 | Shop 3, Block 2, Taifu Xinju, No. 2308 Hongxing East Street, Cheng District, Jincheng, Shanxi Province | December 8, 2020 |
| Yuncheng Hedong East Street Securities Branch of 東方證券股份有限公司 | 1/F, Huixin Building, No. 195 Hedong East Street, Yanhu District, Yuncheng, Shanxi Province | December 9, 2020 |
| Qingdao Yanji Road Securities Branch of 東方證券股份有限公司 | No. 76-41, Building No. 6, No. 76 Yanji Road, Shibei District, Qingdao, Shandong Province | December 16, 2020 |
| Wenzhou Tangjiaqiao Road Securities Branch of 東方證券股份有限公司 | No. 439 Tangjiaqiao Road, Nanhui Subdistrict, Lucheng District, Wenzhou, Zhejiang Province | December 18, 2020 |
| Kaifeng Zhengkai Avenue Securities Branch of 東方證券股份有限公司 | Part of 1/F and 2/F, Comprehensive Commercial Block A, Dichen World Expo Plaza, No. 28 Zhengkai Avenue, Longting District, Kaifeng, Henan Province | October 18, 2022 |
| Lvliang Binhe South Middle Road Securities Branch of 東方證券股份有限公司 | Room 203, 2/F, Block 1, No. 238 Binhe South Middle Road (Upper level of the North Gate of Municipal Communist Party Committee), Binhe Subdistrict, Lishi District, Lvliang, Shanxi Province | October 24, 2022 |
| Shanghai Pudong New Area Huanhu West Number One Road Securities Branch of 東方證券股份有限公司 | Room 606, Units 859-863, Huanhu West Number One Road, Lin-gang Special Area, China (Shanghai) Pilot Free Trade Zone | December 15, 2023 |
| Beijing Branch of 東方證券股份有限公司 | Room 1610-1611 in 1601, 16/F, Building 1, No. 8 Beichen East Road, Chaoyang District, Beijing | March 11, 2025 |
| Fujian Branch of 東方證券股份有限公司 | Room 1911, No. 134 Jinzhong Road, Huli District, Xiamen City, Fujian Province | March 13, 2025 |
| Shenzhen Branch of 東方證券股份有限公司 | Unit 2005-2, 20/F, Funde Sino Life Insurance Building, No. 1001 Fuzhong 1st Road, Fuzhong Community, Lianhua Subdistrict, Futian District, Shenzhen, Guangdong Province | May 6, 2025 |
Annual Report 2025 DFZQ
Appendix III Information on Futures Branches of the Company
As at the end of the Reporting Period, the Company had 46 futures branches.
| Name of futures branch offices | Registered address (PRC) | Date of establishment |
|---|---|---|
| Dalian Branch of Orient Securities Futures Co., Ltd. | Rooms 2412 & 3501, Dalian Futures Building, Block A, Dalian International Financial Center, No. 129 Huizhan Road, Shahekou District, Dalian, Liaoning Province | January 16, 2009 |
| Changsha Outlet of Orient Securities Futures Co., Ltd. | Rooms 1428 & 1429, Kaibin Commercial Plaza, No. 419 Shaoshan Middle Road, Yuhua District, Changsha, Hunan Province | November 24, 2009 |
| Shanghai Fushan Road Outlet of Orient Securities Futures Co., Ltd. | Room 1107, No. 458 Fushan Road, China (Shanghai) Pilot Free Trade Zone | May 19, 2009 |
| Zhengzhou Outlet of Orient Securities Futures Co., Ltd. | Rooms 1801 & 1802, Future Building, No. 69 Future Road, Jinshui District, Zhengzhou, Henan Province | July 2, 2009 |
| Beijing Branch of Orient Securities Futures Co., Ltd. | Room 2708, 23/F, Building 237, Chaoyang North Road, Chaoyang District, Beijing | December 28, 2009 |
| Changzhou Outlet of Orient Securities Futures Co., Ltd. | Rooms 2201, 2205-2206, Building 1, No. 1590 Longjin Road, Xinbei District, Changzhou, Jiangsu Province | July 5, 2010 |
| Taiyuan Outlet of Orient Securities Futures Co., Ltd. | 1402-2, 14/F, Unit 1, Block 1, No. 1 Jifu Road, Jinyuan District, Taiyuan, Shanxi Province | November 29, 2010 |
| Shanghai Branch of Orient Securities Futures Co., Ltd. | Rooms 3104 and 3105, Building 2, No. 318 Zhongshan South Road, Huangpu District, Shanghai | August 3, 2011 |
| Guangzhou Outlet of Orient Securities Futures Co., Ltd. | Room 2304, No. 365-1, Tianhe North Road, Tianhe District, Guangzhou, Guangdong Province | October 17, 2012 |
| Qingdao Outlet of Orient Securities Futures Co., Ltd. | Room 3006, Building D3, No. 6 Shandong Road, Shinan District, Qingdao, Shandong Province | May 16, 2013 |
| Shenzhen Outlet of Orient Securities Futures Co., Ltd. | Units 1410-1411, International Commerce Centre, No. 168 Fuhua 3rd Road, Fu'an Community, Futian Subdistrict, Futian District, Shenzhen, Guangdong Province | May 16, 2014 |
| Shanghai Pilot Free Trade Zone Outlet of Orient Securities Futures Co., Ltd. | Room 1303, 13/F, No. 5 Bibo Road, China (Shanghai) Pilot Free Trade Zone | May 29, 2014 |
| Hangzhou Outlet of Orient Securities Futures Co., Ltd. | Room 907, Building 2, Qianjiang International Times Square, Jianggan District, Hangzhou, Zhejiang Province | June 18, 2014 |
| Sichuan Branch of Orient Securities Futures Co., Ltd. | No. 6002, -1/F, Building 6, No. 68 Huayang Haichang Road, Tianfu New District, China (Sichuan) Pilot Free Trade Zone | January 7, 2015 |
| Xi'an Outlet of Orient Securities Futures Co., Ltd. | Room 904, 9/F, Block A, Building 2, National University Technology Park Science and Technology Incubate Base, No. 755 Yanxingmen West Road, Yanta District, Xi'an, Shaanxi Province | January 15, 2015 |
| Xiamen Outlet of Orient Securities Futures Co., Ltd. | Room 908, Fortune Center, No. 100 Lujiang Road, Siming District, Xiamen, Fujian Province | January 23, 2015 |
| Dongying Outlet of Orient Securities Futures Co., Ltd. | Room 903, Block 1, Guomao Building, No. 53 Fuqian Street, Dongying District, Dongying, Shandong Province | March 17, 2015 |
Annual Report 2025 DFZQ
Appendix III Information on Futures Branches of the Company
| Name of futures branch offices | Registered address (PRC) | Date of establishment |
|---|---|---|
| Tianjin Outlet of Orient Securities Futures Co., Ltd. | 1-1-2406, Rongqiao Center, Building 1, Shanglanyuan, Intersection of Changjiang Avenue and Naikai Liuma Road, Nankai District, Tianjin | March 23, 2015 |
| Beijing Chaoyangmen Outlet of Orient Securities Futures Co., Ltd. | Rooms 601A-602, 6/F, No. 22 Chaowai Street, Chaoyang District, Beijing | July 29, 2015 |
| Chongqing Outlet of Orient Securities Futures Co., Ltd. | 4-3, No. 2 Qingyun Road, Jiangbei District, Chongqing | May 19, 2016 |
| Hangzhou Jiaogong Road Outlet of Orient Securities Futures Co., Ltd. | Room 1405, Block 1 (Area C), EAC World Trade Lijing Building, West Lake District, Hangzhou, Zhejiang Province | July 1, 2016 |
| Suzhou Outlet of Orient Securities Futures Co., Ltd. | Room 3602-1, Block 2, Oriental Gate Building, No. 199 Xinggang Street, Suzhou Industrial Park, China (Jiangsu) Pilot Free Trade Zone Suzhou Area | October 11, 2018 |
| Nantong Outlet of Orient Securities Futures Co., Ltd. | Room 1401, South Building, Yuanrong Plaza, No. 57 Gongnong Road, Chongchuan District, Nantong, Jiangsu Province | December 10, 2018 |
| Zhejiang Branch of Orient Securities Futures Co., Ltd. | Rooms 3806 and 3809, Yintai International Commercial Center, No. 1600 Keijiguan Street, Changhe Subdistrict, Binjiang District, Hangzhou, Zhejiang Province | December 17, 2018 |
| Shantou Outlet of Orient Securities Futures Co., Ltd. | Rooms 1105 & 1107, Hanjiang Building, Block 17, West 3rd District, Danyangzhuang, Longhu District, Shantou, Guangdong Province | July 5, 2018 |
| Quanzhou Outlet of Orient Securities Futures Co., Ltd. | Unit 1203, Block A, Gas Building, No. 25 Jinhuai Street, Fengze District, Quanzhou, Fujian Province | July 13, 2018 |
| Ningbo Tiantong South Road Outlet of Orient Securities Futures Co., Ltd. | Room 1305, Lane 577, Tiantong South Road, Yinzhou District, Ningbo, Zhejiang Province | July 18, 2018 |
| Shenyang Outlet of Orient Securities Futures Co., Ltd. | (2308) No. 49, Xinghua North Street, Tiexi District, Shenyang, Liaoning Province | August 7, 2018 |
| Wuxi Outlet of Orient Securities Futures Co., Ltd. | Room 3007, Yunfu Building, No. 288-2801 Zhongshan Road, Liangxi District, Wuxi, Jiangsu Province | March 19, 2019 |
| Shandong Branch of Orient Securities Futures Co., Ltd. | 1-1801, Yinzuo Haowangjiao Plaza, No. 800 Minghu West Road, Tianqiao District, Jinan, Shandong Province | March 19, 2019 |
| Jiangsu Branch of Orient Securities Futures Co., Ltd. | Rooms 805-806, 8/F, CMB Building, No. 199 Lushan Road, Jianye District, Nanjing, Jiangsu Province | July 28, 2021 |
| Fujian Branch of Orient Securities Futures Co., Ltd. | Unit 01, 27/F, Xiamen Fortune Center, No. 100 Lujiang Avenue, Siming District, Xiamen City, Fujian Province | January 10, 2022 |
Annual Report 2025 DFZQ
Appendix III Information on Futures Branches of the Company
| Name of futures branch offices | Registered address (PRC) | Date of establishment |
|---|---|---|
| Fuzhou Outlet of Orient Securities Futures Co., Ltd. | Rooms 1005 and 1006, Building #1, New Qiaolian Plaza, No. 106 Wuyi North Road, Dongjie Subdistrict, Gulou District, Fuzhou, Fujian Province | September 13, 2022 |
| Taizhou Outlet of Orient Securities Futures Co., Ltd. | No. 396 Yunxi Road, Jiazhi Subdistrict, Jiaojiang District, Taizhou, Zhejiang Province | October 17, 2022 |
| Wuhan Outlet of Orient Securities Futures Co., Ltd. | Room 1702, Tongxin Business Building, No. 586 Jiefang Avenue, Qiaokou District, Wuhan, Hubei Province | October 25, 2022 |
| Nanjing Hanzhong Road Outlet of Orient Securities Futures Co., Ltd. | Room E-1, 12/F, No. 1 Hanzhong Road, Qinhuai District, Nanjing, Jiangsu Province | October 27, 2022 |
| Shenzhen Branch of Orient Securities Futures Co., Ltd. | 4D, Nuode Financial Center, No. 1006 Fuzhong Third Road, Fuzhong Community, Lianhua Subdistrict, Futian District, Shenzhen, Guangdong Province | January 18, 2023 |
| Suzhou Branch of Orient Securities Futures Co., Ltd. | Room 1801, Building No. 1, Nisheng Plaza, No. 205 Suzhou Avenue West, Suzhou Industrial Park of China (Jiangsu) Pilot Free Trade Zone (in Suzhou) | March 1, 2023 |
| Beijing First Branch of Orient Securities Futures Co., Ltd. | Room 09-10A, 37/F, Building No. 1, Jing Guang Centre, Huialou, Chaoyang District, Beijing | April 27, 2023 |
| Wuhan Branch of Orient Securities Futures Co., Ltd. | 2609B-10, Building 1, No. 5 Wuhan Tiandi Enterprise Center, No. 1628 Zhongshan Road, Jiang'an District, Wuhan, Hubei Province | December 20, 2023 |
| Shanghai Century Avenue Outlet of Orient Securities Futures Co., Ltd. | Room 1002, 10/F, No. 1196 Century Avenue, China (Shanghai) Pilot Free Trade Zone | June 20, 2024 |
| Changchun Outlet of Orient Securities Futures Co., Ltd. | No. 2001, 12# Office Building, Phase II of Weifeng - Caiyu New City (Weifeng Information Center), Jingyue Development Zone, Changchun, Jilin Province | June 20, 2024 |
| Jinan Outlet of Orient Securities Futures Co., Ltd. | 606-607, 6/F, Luneng International Center, No. 2666 Erhuan South Road, Shiliulihe Subdistrict, Shizhong District, Jinan, Shandong Province | July 5, 2024 |
| Shenzhen Futian Outlet of Orient Securities Futures Co., Ltd. | Unit 1506-2, 15/F, Life Insurance Building, No. 1001 Fuzhong First Road, Fuzhong Community, Lianhua Subdistrict, Futian District, Shenzhen, Guangdong Province | August 30, 2024 |
| Xinjiang Branch of Orient Securities Futures Co., Ltd. | Rooms 1508-1 & 1509, 2# Office Building, Financial Building, No. 791 Kunlun East Street, Shuiimogou District, Urumqi, Xinjiang Uygur Autonomous Region | April 15, 2025 |
| Hainan Branch of Orient Securities Futures Co., Ltd. | Office No. 3, 17th Floor, Building 1#, Zhonghai International Center, No. 57 Binhai Avenue, Jinmao Subdistrict, Longhua District, Haikou, Hainan Province | December 31, 2025 |
Annual Report 2025 DFZQ
Appendix IV Information Disclosure Index
- During the Reporting Period, the information disclosed by the Company on China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily and the website of the SSE (www.sse.com.cn) is set out below:
| Date of announcement | Subject |
|---|---|
| January 3, 2025 | Announcement of H Shares (Monthly Return for Share Issuer on Movements in Securities as of December 31, 2024) |
| January 11, 2025 | Proactive Announcement on the Imminent Expiry of the Duration of the H Share Employee Share Ownership Plan |
| January 25, 2025 | Announcement on Obtaining the No-Objection Letter for Listing and Transfer of Non-public Issuance of Corporate Bonds from the Shanghai Stock Exchange |
| February 6, 2025 | Announcement of H Shares (Monthly Return for Share Issuer on Movements in Securities as of January 31, 2025) |
| February 15, 2025 | 2024 Annual Preliminary Earnings Announcement and Announcement of Resolutions of the Third Meeting of the Sixth Session of the Board |
| March 4, 2025 | Announcement of H Shares (Monthly Return for Share Issuer on Movements in Securities as of February 28, 2025) |
| March 7, 2025 | Announcement on Obtaining the Registration Approval from the China Securities Regulatory Commission for the Public Issuance of Perpetual Subordinated Corporate Bonds to Professional Investors and Announcement on Obtaining the Registration Approval from the China Securities Regulatory Commission for the Public Issuance of Short-term Corporate Bonds to Professional Investors |
| March 15, 2025 | Announcement of H Shares (Date of Board Meeting) |
Annual Report 2025 DFZQ
Appendix IV Information Disclosure Index
| Date of announcement | Subject |
|---|---|
| March 29, 2025 | Announcement on Resolution of the 4th Meeting of the Sixth Session of the Board, Announcement on Resolution of the 2nd Meeting of the Sixth Session of the Supervisory Committee, Summary of the 2024 Annual Report, 2024 Annual Report, 2024 Sustainability Report, 2024 Financial Statements and Audit Report, Audit Report on Internal Control, 2024 Internal Control Assessment Report, Announcement on Amendments to Certain Provisions in the Articles of Association, Announcement on Projected Routine Related Party Transactions of the Company in 2025, Announcement on Expected Provision of External Guarantee by the Company in 2025, Announcement on the Provision for Assets Impairment, Announcement on Renewing Engagement of Accounting Firm for the year 2025, Announcement on 2024 Profit Distribution Proposal, Work Report of the Audit Committee of Board in 2024, Report of the Audit Committee of the Board on the Fulfillment of its Supervisory Responsibilities on the Accounting Firm for the Year 2024, Evaluation Report on the Performance of the Accounting Firm for the Year 2024, Special Opinion of the Board on the Independence of Independent Directors in 2024, Special explanation on Non-Operational Funds Used and Other Related Funds Transactions of 東方證券股份有限公司 for the Year 2024, Work Report of Independent Director in 2024 (Zhu Kai), Work Report of Independent Director in 2024 (Luo Xinyu), Work Report of Independent Director in 2024 (Chan Hon), Work Report of Independent Director in 2024 (Feng Xingdong), and Work Report of Independent Director in 2024 (Wu Hong) |
| April 2, 2025 | H Shares Announcement (Monthly Return of Equity Issuer on Movements in Securities for the month ended March 31, 2025) |
| April 3, 2025 | Announcement in Relation to the Briefing on the Annual Results of 2024 |
| April 8, 2025 | Indicative Announcement on Proposed Repurchase of A Shares of the Company |
| April 14, 2025 | Announcement on Preliminary Financial Data for the First Quarter of 2025 |
| April 16, 2025 | H Shares Announcement (Date of Board Meeting) |
| April 29, 2025 | Notice of the 2024 Annual General Meeting, Materials of 2024 Annual General Meeting, and Announcement on Approval from CSRC for the Registration of Corporate Bonds Publicly Issued to Professional Investors |
| April 30, 2025 | Announcement on Resolution of the 5th Meeting of the Sixth Session of the Board, Announcement on Resolution of the 3rd Meeting of the Sixth Session of the Supervisory Committee, 2024 Annual Implementation Assessment Report on Corporate Value and Return Enhancement Action Plan, and the First Quarterly Report for the Year 2025 |
Annual Report 2025 DFZQ
Appendix IV Information Disclosure Index
| Date of announcement | Subject |
|---|---|
| May 7, 2025 | Announcement on Resolution of the 6th Meeting (Temporary Meeting) of the Sixth Session of the Board, Announcement on the Plan of Repurchase of A Shares of the Company through Centralized Bidding, and H Shares Announcement (Monthly Return of Equity Issuer on Movements in Securities for the month ended April 30, 2025) |
| May 8, 2025 | Announcement on the First Repurchase of A Shares of the Company through Centralized Bidding, Report on the Repurchase of A Shares of the Company through Centralized Bidding, Announcement on the Participation in 2025 Group Results Briefing of the Annual Report of Listed Companies in Shanghai and the Briefing on the Results for the First Quarter of 2025, and H Shares Announcement (Next Day Disclosure Return) |
| May 9, 2025 | Announcement on Shareholdings of the Top Ten Shareholders and Top Ten Shareholders not Subject to Restriction on Sales Before the Share Repurchase and H Shares Announcement (Next Day Disclosure Return) |
| May 10, 2025 | H Shares Announcement (Next Day Disclosure Return) |
| May 13, 2025 | H Shares Announcement (Next Day Disclosure Return) |
| May 14, 2025 | H Shares Announcement (Next Day Disclosure Return) |
| May 15, 2025 | Announcement on Provision of Guarantee by Orient Finance Holdings (Hong Kong) Limited to its Wholly-owned Subsidiaries |
| May 17, 2025 | H Shares Announcement (Next Day Disclosure Return) |
| May 23, 2025 | H Shares Announcement (Next Day Disclosure Return) |
| May 23, 2025 | Announcement on Resolution of the 7th Meeting (Temporary Meeting) of the Sixth Session of the Board |
| May 24, 2025 | Announcement on Resolution of the 2024 Annual General Meeting, Legal Opinion on the 2024 Annual General Meeting of 東方證券股份有限公司, Articles of Association (May 2025), and H Shares Announcement (Next Day Disclosure Return) |
| May 27, 2025 | H Shares Announcement (Next Day Disclosure Return) |
| May 28, 2025 | H Shares Announcement (Next Day Disclosure Return) |
| May 29, 2025 | H Shares Announcement (Next Day Disclosure Return) |
| May 31, 2025 | H Shares Announcement (Next Day Disclosure Return) |
| June 4, 2025 | H Shares Announcement (Monthly Return of Equity Issuer on Movements in Securities for the month ended May 31, 2025) |
Annual Report 2025 DFZQ
Appendix IV Information Disclosure Index
| Date of announcement | Subject |
|---|---|
| June 5, 2025 | Announcement on Progress of Repurchase of A Shares of the Company through Centralized Bidding |
| June 21, 2025 | Announcement on Implementation of the 2024 Annual Distribution of Equity Interests and Special Legal Opinion of Grandall Law Firm (Shanghai) on the 2024 Annual Differentiated Dividend Distribution of 東方證券股份有限公司 |
| June 28, 2025 | H Shares Announcement (Next Day Disclosure Return) |
| July 3, 2025 | Announcement on Progress of Repurchase of A Shares of the Company through Centralized Bidding and H Shares Announcement (Monthly Return of Equity Issuer on Movements in Securities for the month ended June 30, 2025) |
| July 15, 2025 | Announcement on Estimated Increase in Interim Results of 2025 |
| July 19, 2025 | Announcement on Resignation of Director |
| August 5, 2025 | H Shares Announcement (Monthly Return of Equity Issuer on Movements in Securities for the month ended July 31, 2025) |
| August 6, 2025 | Announcement in Relation to the Implementation Results of Repurchase of A Shares and Changes in Shares |
| August 16, 2025 | H Shares Announcement (Date of Board Meeting) |
| August 23, 2025 | Announcement in Relation to the Briefing on the Interim Results of 2025 |
| August 30, 2025 | Announcement on Resolution of the 8th Meeting of the Sixth Session of the Board, Announcement on Resolution of the 4th Meeting of the Sixth Session of the Supervisory Committee, Summary of the 2025 Interim Report, 2025 Interim Report, Announcement on Amendments to the Articles of Association and Annexes thereto, Announcement on 2025 Interim Profit Distribution Plan, and Announcement on Changes in the Accounting Policies |
| September 3, 2025 | H Shares Announcement (Monthly Return of Equity Issuer on Movements in Securities for the month ended August 31, 2025) |
| September 13, 2025 | Announcement on Resolution of the 9th Meeting (Temporary Meeting) of the Sixth Session of the Board |
| September 26, 2025 | Materials for the First Extraordinary General Meeting for 2025 |
| September 26, 2025 | Notice of Convening the First Extraordinary General Meeting for 2025 |
| September 30, 2025 | Announcement on the Provision of Guarantee for the Issuance of USD Bonds by Wholly-owned Overseas Subsidiaries, H Shares Announcement |
| October 10, 2025 | H Shares Announcement (Monthly Return of Equity Issuer on Movements in Securities for the month ended September 30, 2025) |
Annual Report 2025 DFZQ
Appendix IV Information Disclosure Index
| Date of announcement | Subject |
|---|---|
| October 17, 2025 | H Shares Announcement (Date of Board Meeting) |
| October 21, 2025 | Announcement on Implementation of the 2025 Interim Distribution of Equity Interests, Special Legal Opinion of Grandall Law Firm (Shanghai) on the 2025 Interim Differentiated Dividend Distribution of 東方證券股份有限公司 |
| October 25, 2025 | Announcement on Resolution of the First Extraordinary General Meeting for 2025, Legal Opinion of Grandall Law Firm (Shanghai) on the First Extraordinary General Meeting for 2025 of 東方證券股份有限公司, Articles of Association (October 2025), Management Measures of Related-party Transactions, Measures to Manage External Guarantees, Independent Director System, Terms of Reference of the Audit Committee of the Board of Directors, Director Evaluation and Remuneration Management System, Terms of Reference of the Secretary to the Board, Terms of Reference of the Compliance and Risk Management Committee of the Board of Directors, Terms of Reference of the Remuneration and Nomination Committee of the Board of Directors, Management Measures of Information Disclosure, Management Measures of Insider Registration, Management and Confidentiality, Terms of Reference of the Strategy and Sustainable Development Committee of the Board of Directors, Management Measures of Proceeds from Fund-Raising Activities, Investor Relations Management Measures, Management Measures for the Holdings of the Company's Shares by Directors and Senior Management and Changes Thereof |
| October 31, 2025 | Announcement on Resolution of the 10th Meeting of the Sixth Session of the Board, The Third Quarterly Report for the Year 2025 |
| November 1, 2025 | Announcement in Relation to the Briefing on the Third Quarter Results of 2025 |
| November 4, 2025 | H Shares Announcement (Monthly Return of Equity Issuer on Movements in Securities for the month ended October 31, 2025) |
| November 28, 2025 | Announcement on Resolution of the 11th Meeting (Temporary Meeting) of the Sixth Session of the Board |
| December 3, 2025 | H Shares Announcement (Monthly Return of Equity Issuer on Movements in Securities for the month ended November 30, 2025) |
| December 9, 2025 | Announcement on Resignation of the Chairman |
Annual Report 2025 DFZQ
Appendix IV Information Disclosure Index
- During the Reporting Period, the information disclosed by the Company on the website of Hong Kong Stock Exchange (www.hkexnews.hk) is as follows:
| Date of announcement | Subject |
|---|---|
| January 2, 2025 | Monthly Return of Equity Issuer on Movements in Securities for the month ended December 31, 2024 |
| January 10, 2025 | Overseas Regulatory Announcement – Indicative Announcement of 東方證券股份有限公司 on Upcoming Expiry of the Term of the H Share Employee Stock Ownership Plan |
| January 24, 2025 | Overseas Regulatory Announcement – Announcement of 東方證券股份有限公司 on no-objection letter from the Shanghai Stock Exchange Regarding the Listing and Transfer of the Company’s Non-publicly Issued Corporate Bonds |
| February 5, 2025 | Monthly Return of Equity Issuer on Movements in Securities for the month ended January 31, 2025 |
| February 14, 2025 | Announcement on Preliminary Financial Data for the Year of 2024, Overseas Regulatory Announcement – Announcement of 東方證券股份有限公司 on Resolution of the 3rd Meeting of the Sixth Session of the Board |
| March 3, 2025 | Monthly Return of Equity Issuer on Movements in Securities for the month ended February 28, 2025 |
| March 6, 2025 | Overseas Regulatory Announcement – Announcement of 東方證券股份有限公司 on the Approval from the CSRC for the Registration of Perpetual Subordinated Corporate Bonds Publicly Issued to Professional Investors, Announcement of 東方證券股份有限公司 on the Approval from the CSRC for the Registration of Short-Term Corporate Bonds Publicly Issued to Professional Investors |
| March 14, 2025 | Date of Board Meeting |
| March 28, 2025 | Results Announcement for the Year Ended December 31, 2024, DFZQ 2024 Environmental, Social and Governance Report, Overseas Regulatory Announcement, Cash Dividend Announcement for Equity Issuer, Announcement (1) Proposed Amendments to Certain Articles of the Articles of Association (2) Provision for Asset Impairment and (3) Projected Intragroup Guarantees for the Year 2025 |
| April 1, 2025 | Monthly Return of Equity Issuer on Movements in Securities for the month ended March 31, 2025 |
| April 2, 2025 | Announcement in Relation to the Briefing on the Annual Results of 2024 |
| April 8, 2025 | Voluntary Announcement in Relation to Indicative Announcement on Proposed Repurchase of A Shares of the Company, Overseas Regulatory Announcement – Indicative Announcement of 東方證券股份有限公司 on Proposed Repurchase of A Shares of the Company |
| April 14, 2025 | Announcement on Preliminary Financial Data for the First Quarter of 2025 |
Annual Report 2025 DFZQ
Appendix IV Information Disclosure Index
| Date of announcement | Subject |
|---|---|
| April 15, 2025 | Date of Board Meeting |
| April 17, 2025 | Annual Report 2024 |
| April 28, 2025 | Notice of Annual General Meeting, Circular of 2024 Annual General Meeting, Form of Proxy of Holders of H Shares for Use at the Annual General Meeting to Be Held on May 23, 2025, Final Dividend for the Year ended December 31, 2024 (Update), Overseas Regulatory Announcement – Announcement of 東方證券股份有限公司 on the Approval from CSRC for the Registration of Corporate Bonds Publicly Issued to Professional Investors |
| April 29, 2025 | The First Quarterly Report for the Year 2025, 2024 Annual Implementation Assessment Report on DFZQ Corporate Value and Return Enhancement Action Plan, Overseas Regulatory Announcement –Announcement of 東方證券股份有限公司 on Resolution of the 5th Meeting of the Sixth Session of the Board, Announcement of 東方證券股份有限公司 on Resolution of the 3rd Meeting of the Sixth Session of the Supervisory Committee |
| May 6, 2025 | Announcement on the Plan of Repurchase of A Shares of the Company through Centralized Price Bidding, Monthly Return of Equity Issuer on Movements in Securities for the month ended April 30, 2025, Overseas Regulatory Announcement – Announcement of 東方證券股份有限公司 on Resolution of the 6th Meeting (Temporary Meeting) of the Sixth Session of the Board |
| May 7, 2025 | Next Day Disclosure Return, Announcement on the Participation in 2025 Group Results Briefing of Annual Report of Listed Companies in Shanghai and Holding the Briefing on the First Quarterly Results of 2025, Overseas Regulatory Announcement – Repurchase Report of 東方證券股份有限公司 in Respect of the Repurchase of A Shares of the Company through Centralized Competitive Bidding, Announcement of 東方證券股份有限公司 in Respect of the First Repurchase of A Shares of the Company through Centralized Competitive Bidding |
| May 8, 2025 | Next Day Disclosure Return, Overseas Regulatory Announcement – Announcement of 東方證券股份有限公司 on Shareholding of the Top Ten Shareholders and the Top Ten Holders of Non-restricted Shares of Share Repurchase |
| May 9, 2025 | Next Day Disclosure Return |
| May 12, 2025 | Next Day Disclosure Return |
| May 13, 2025 | Next Day Disclosure Return |
| May 14, 2025 | Overseas Regulatory Announcement – Announcement of 東方證券股份有限公司 on Provision of Guarantee by Orient Finance Holdings (Hong Kong) Limited to its Wholly-owned Subsidiaries |
| May 16, 2025 | Next Day Disclosure Return |
Annual Report 2025 DFZQ
Appendix IV Information Disclosure Index
| Date of announcement | Subject |
|---|---|
| May 22, 2025 | Next Day Disclosure Return, Overseas Regulatory Announcement – Announcement of 東方證券股份有限公司 on Resolution of the 7th Meeting (Temporary Meeting) of the Sixth Session of the Board |
| May 23, 2025 | Next Day Disclosure Return, Poll Results of Annual General Meeting Held on May 23, 2025, Final Dividend for the year ended 31 December 2024 (Update), Articles of Association, Overseas Regulatory Announcement – Legal Opinion of Grandall Law Firm (Shanghai) on the 2024 Annual General Meeting of 東方證券股份有限公司 |
| May 26, 2025 | Next Day Disclosure Return |
| May 27, 2025 | Next Day Disclosure Return |
| May 28, 2025 | Next Day Disclosure Return |
| May 30, 2025 | Next Day Disclosure Return |
| June 3, 2025 | Monthly Return of Equity Issuer on Movements in Securities for the month ended 31 May 2025 |
| June 4, 2025 | Overseas Regulatory Announcement – Announcement of 東方證券股份有限公司 on Progress of Repurchase of A Shares of the Company through Centralized Bidding |
| June 20, 2025 | Overseas Regulatory Announcement – Announcement of 東方證券股份有限公司 on Implementation of the 2024 Annual Distribution of Equity Interests, Special Legal Opinion of Grandall Law Firm (Shanghai) on the 2024 Annual Differentiated Dividend Distribution of 東方證券股份有限公司 |
| June 27, 2025 | Next Day Disclosure Return |
| July 2, 2025 | Monthly Return of Equity Issuer on Movements in Securities for the month ended June 30,2025, Overseas Regulatory Announcement – Announcement of 東方證券股份有限公司 on Progress of Repurchase of A Shares of the Company through Centralized Bidding |
| July 14, 2025 | Announcement on Estimated Increase in Interim Results of 2025 |
| July 18, 2025 | Resignation of Non-executive Director, List of Directors and Their Roles and Functions |
| August 4, 2025 | Monthly Return of Equity Issuer on Movements in Securities for the month ended 31 July 2025 |
| August 5, 2025 | Overseas Regulatory Announcement – Announcement of 東方證券股份有限公司 in Relation to the Implementation Results of Repurchase of A Shares and Changes in Shares |
| August 15, 2025 | Date of Board Meeting |
| August 22, 2025 | Announcement in Relation to the Briefing on the Interim Results of 2025 |
Annual Report 2025 DFZQ
Appendix IV Information Disclosure Index
| Date of announcement | Subject |
|---|---|
| August 29, 2025 | Interim Results Announcement for the Six Months Ended June 30, 2025, Interim Dividend for the Six Months Ended 30 June 2025, List of Directors and Their Roles and Functions, (1) Proposed Amendments to the Articles of Association and its Annexes and Abolishment of the Supervisory Committee (2) Proposed Appointment of A Non-executive Director and Appointment of Member of the Audit Committee (3) Changes in the Composition of Certain Board Committees (4) Changes in the Company's Accounting Policies and (5) Payment Arrangement for 2025 Interim Dividend, Overseas Regulatory Announcement – Announcement of 東方證券股份有限公司 on Resolution of the 8th Meeting of the Sixth Session of the Board, Announcement of 東方證券股份有限公司 on Resolution of the 4th Meeting of the Sixth Session of the Supervisory Committee, Announcement of 東方證券股份有限公司 on Profit Distribution Proposal for the First Half of 2025 |
| September 2, 2025 | Monthly Return of Equity Issuer on Movements in Securities for the month ended 31 August 2025 |
| September 12, 2025 | Overseas Regulatory Announcement – Announcement of 東方證券股份有限公司 on Resolution of the 9th Meeting (Temporary Meeting) of the Sixth Session of the Board |
| September 25, 2025 | 2025 Interim Report, Notice of Extraordinary General Meeting, Form of Proxy of Holders of H Shares for Use at the EGM to be Held on October 24, 2025, Resolution on Amendments to the Articles of Association and its Annexes Resolution on Amendments to the Company's Governance-Related Systems Resolution on the Election of A Non-executive Director and A Member of the Audit Committee of the Company and Notice of Extraordinary General Meeting |
| September 26, 2025 | Revised Form of Proxy of Holders of H Shares for Use at the EGM to be Held on October 24, 2025 |
| September 29, 2025 | Notice of Listing on The Stock Exchange of Hong Kong Limited – Issue of U.S.$300,000,000 Floating Rate Guaranteed Bonds due 2028 by Orient ZhiSheng Limited and Guaranteed by DFZQ, Overseas Regulatory Announcement – Announcement of 東方證券股份有限公司 on Provision of Guarantee for the Issuance of USD Bonds by its Overseas Indirect Wholly-owned Subsidiary |
Annual Report 2025 DFZQ
Appendix IV Information Disclosure Index
| Date of announcement | Subject |
|---|---|
| October 9, 2025 | Monthly Return of Equity Issuer on Movements in Securities for the month ended 30 September 2025 |
| October 16, 2025 | Date of Board Meeting |
| October 20, 2025 | Overseas Regulatory Announcement – Announcement of 東方證券股份有限公司 on Implementation of the 2025 Interim Distribution of Equity Interests, Special Legal Opinion of Grandall Law Firm (Shanghai) on the 2025 Interim Differentiated Dividend Distribution of 東方證券股份有限公司 |
| October 24, 2025 | Poll Results of Extraordinary General Meeting Held on October 24, 2025, Articles of Association, Terms of Reference of the Audit Committee of the Board of Directors, Terms of Reference of the Remuneration and Nomination Committee of the Board of Director, Terms of Reference of the Compliance and Risk Management Committee of the Board of Directors, Terms of Reference of the Strategy and Sustainable Development Committee of the Board of Directors, List of Directors and Their Roles and Functions, Overseas Regulatory Announcement – Legal Opinion of Grandall Law Firm (Shanghai) on the First Extraordinary General Meeting for 2025 of 東方證券股份有限公司, Overseas Regulatory Announcement |
| October 30, 2025 | The Third Quarterly Report for the Year 2025, Overseas Regulatory Announcement – Announcement of 東方證券股份有限公司 on Resolution of the 10th Meeting of the Sixth Session of the Board |
| October 31, 2025 | Announcement in Relation to the Briefing on the Third Quarterly Results of 2025 |
| November 3, 2025 | Monthly Return of Equity Issuer on Movements in Securities for the month ended 31 October 2025 |
| November 27, 2025 | Overseas Regulatory Announcement – Announcement of 東方證券股份有限公司 on Resolution of the 11th Meeting (Temporary Meeting) of the Sixth Session of the Board |
| December 2, 2025 | Monthly Return of Equity Issuer on Movements in Securities for the month ended 30 November 2025 |
| December 8, 2025 | Resignation of the Chairman of the Board of Directors, List of Directors and Their Roles and Functions |
Annual Report 2025 DFZQ 279
Independent Auditor's Report
To the shareholders of 東方證券股份有限公司 (Incorporated in the People's Republic of China with limited liability)
OPINION
We have audited the consolidated financial statements of 東方證券股份有限公司 (the "Company") and its subsidiaries (collectively referred to as the "Group") set out on pages 289 to 456, which comprise the consolidated statement of financial position as at 31 December 2025, and the consolidated statement of profit or loss, consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, comprising material accounting policy information and other explanatory information.
In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2025, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards) and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing ("ISAs"). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants ("IESBA Code"), as applicable to audits of financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Annual Report 2025 DFZQ
Independent Auditor's Report
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
| Expected credit losses for stock-pledged reverse repurchase agreements | |
|---|---|
| Refer to the material accounting policies in Note 3(3), 4(4) and Note 25 to the consolidated financial statements. | |
| Key audit matter | How our audit addressed the key audit matter |
| The Group uses an expected credit loss ("ECL") model to measure the loss allowance for stock-pledged reverse repurchase agreements in accordance with IFRS 9, Financial Instruments. |
The determination of loss allowance for stock-pledged reverse repurchase agreements using the ECL model is subject to the application of a number of key parameters and assumptions, including the credit risk staging, probability of default, loss given default, exposures at default and discount rate. Extensive management judgement is involved in the selection of those parameters and the application of the assumptions. | Our audit procedures to assess ECLs for stock-pledged reverse repurchase agreements included the following:
• understanding and evaluating the design, implementation and operating effectiveness of key financial reporting controls related to the measurement of ECLs for stock-pledged reverse repurchase agreements;
• evaluating the appropriateness of the ECL model, the critical assumptions and key parameters used in the model;
• evaluating the reasonableness of loss given default for selected samples of stock-pledged reverse repurchase agreements that are credit-impaired by checking the financial situation of the borrower and the recoverable amount of collateral. Evaluating management’s assessment of the value of collaterals based on the asset category, status, use of the collateral and market prices; evaluating the timing and means of realisation of collateral, the forecast cash flows and the viability of the Group’s recovery plans; |
Annual Report 2025 DFZQ
Independent Auditor's Report
KEY AUDIT MATTERS (Continued)
| Expected credit loss of stock-pledged reverse repurchase agreements (Continued) | |
|---|---|
| Refer to the material accounting policies in Note 3(3), 4(4) and Note 25 to the consolidated financial statements. | |
| Key audit matter | How our audit addressed the key audit matter |
| In particular, management exercises judgement in determining the quantum of loss given default based on a range of factors. These include the financial situation of the borrower, the recoverable amount of collateral. Management considers the impact of various factors including the market price, status and use when assessing the value of collaterals. The enforceability, timing and means of realisation of collateral can also have an impact on the recoverable amount of collateral. | |
| We identified the determination of ECLs for stock-pledged reverse repurchase agreements as a key audit matter due to the significance of these assets to the Group’s consolidated financial statements and the significant management judgement and estimation required in the measurement. | • assessing the calculation accuracy of ECLs for stock-pledged reverse repurchase agreements on a sample basis; |
| • assessing the reasonableness of the disclosures on ECLs for stock-pledged reverse repurchase agreements against prevailing accounting standards. |
Annual Report 2025 DFZQ
Independent Auditor's Report
KEY AUDIT MATTERS (Continued)
| Fair value of financial instruments classified as level 3 in the fair value hierarchy | |
|---|---|
| Refer to the material accounting policies in Note 3(3), 4(2) and Note 64 to the consolidated financial statements. | |
| Key audit matter | How our audit addressed the key audit matter |
| The valuation of the Group’s financial instruments is based on a combination of market data and valuation models which often require a considerable number of inputs. Many of these inputs are obtained from readily available data for liquid markets. Where such observable data is not readily available, as in the case of certain level 3 financial instruments, estimates need to be developed which can involve significant management judgement. |
We identified fair value of financial instruments classified as level 3 as a key audit matter because of the degree of complexity involved in the valuation techniques and significant management judgement in determining the inputs used in the valuation models. | Our audit procedures to assess the fair value of financial instruments classified as level 3 included the following:
- understanding and assessing the design, implementation and operating effectiveness of key internal controls over the valuation model and inputs selection approval process for financial instruments;
- inspecting investment agreements entered into during the current year, on a sample basis, to understand the relevant investment terms and identify any conditions that were relevant to the valuation of financial instruments;
- with assistance of KPMG valuation specialist, on a sample basis, evaluating the valuation models, inputs and assumptions used by the Group to value level 3 financial instruments and performing independent valuations of level 3 financial instruments and comparing these valuations with the Group’s valuations;
- evaluating the reasonableness of the disclosures on fair values of financial instruments classified as level 3 with reference to the requirements of the prevailing accounting standards. |
Annual Report 2025 DFZQ
Independent Auditor's Report
KEY AUDIT MATTERS (Continued)
| Consolidation of structured entities | |
|---|---|
| Refer to the material accounting policies in Note 4(3) and Note 36 to the consolidated financial statements. | |
| Key audit matter | How our audit addressed the key audit matter |
| Structured entities are generally created to achieve a narrow and well defined objective with restrictions around their ongoing activities. The Group may acquire or retain an ownership interest in, or act as a sponsor of, a structured entity through issuing or acquiring a mutual fund, an asset management scheme, or a limited partnership. | Our audit procedures to assess the consolidation of structured entities included the following: |
| In determining whether a structured entity is required to be consolidated by the Group, management is required to consider the power the Group to exercise over the activities of the entity and its exposure to and ability to influence its own returns from the entity. In certain circumstances, the Group may be required to consolidate a structured entity even though it has no equity interest therein. | • understanding and assessing the design, implementation and operating effectiveness of key internal controls of financial reporting over the consolidation of structured entities; |
| The factors which management needs to consider when determining whether a structured entity should be consolidated or not are not purely quantitative and need to be considered collectively. | • Selecting a sample of structured entities for each key product type and performing the following procedures for each item selected: |
| – inspecting the related contracts, internal documents and disclosed information to investors to understand the purpose of the establishment of the structured entity and the involvement the Group has with the structured entity and to assess management’s judgement over whether the Group has the ability to exercise power over the structured entity; | |
| – evaluating the risk and reward structure of the structured entity including any capital held in the structured entity or guarantees on its returns, arrangements for providing liquidity support, commission paid and distribution of the returns to assess management’s judgement as to exposure, or rights, to variable returns from the Group’s involvement in such an entity; |
Annual Report 2025 DFZQ
Independent Auditor's Report
KEY AUDIT MATTERS (Continued)
| Consolidation of structured entities (Continued) | |
|---|---|
| Refer to the material accounting policies in Note 4(3) and Note 36 to the consolidated financial statements. | |
| Key audit matter | How our audit addressed the key audit matter |
| We identified the consolidation of structured entities as a key audit matter because it involves significant management judgement in determining whether a structured entity is required to be consolidated by the Group or not and because the impact of consolidating a structured entity on the consolidated financial statements could be significant. | - inspecting management’s analysis of the structured entity including qualitative analysis and calculations of the magnitude and variability associated with its economic interests in the structured entity to assess management’s judgement over the Group’s ability to influence its own returns from the structured entity; |
- assessing management’s judgement over whether the structured entity should be consolidated or not;
- assessing the reasonableness of the disclosures in the financial statements in relation to the consolidation of structured entities with reference to prevailing accounting standards. |
INFORMATION OTHER THAN THE CONSOLIDATED FINANCIAL STATEMENTS AND AUDITOR'S REPORT THEREON
The directors of the Company are responsible for the other information. The other information comprises the information included in the annual report, but does not include the consolidated financial statements and our auditor's report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon as part of our engagement to audit the consolidated financial statements. We have performed an assurance engagement on the disclosed continuing connected transactions that form part of the other information and provided a separate assurance practitioner's conclusion thereon that is included within the other information.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work that we have performed, we conclude that there is a material misstatement of this other information, then we are required to report that fact. We have nothing to report in this regard.
Annual Report 2025 DFZQ
Independent Auditor's Report
RESPONSIBILITIES OF DIRECTORS FOR THE CONSOLIDATED FINANCIAL STATEMENTS
The directors of the Company are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with IFRS Accounting Standards and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors of the Company determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
The directors are assisted by the Audit Committee in discharging their responsibilities for overseeing the Group's financial reporting process.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. This report is made solely to you, as a body, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
Annual Report 2025 DFZQ
Independent Auditor's Report
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors of the Company.
- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
Annual Report 2025 DFZQ
Independent Auditor's Report
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor's report is Pang, Shing Chor, Eric.
KPMG
Certified Public Accountants
8th Floor, Prince's Building 10 Chater Road Central, Hong Kong
27 March 2026
Annual Report 2025 DFZQ
Consolidated Statement of Profit or Loss
For the year ended 31 December 2025
| Notes | Year ended 31 December | ||
|---|---|---|---|
| 2025 | 2024 (Restated) | ||
| RMB'000 | RMB'000 | ||
| Revenue | |||
| Commission and fee income | 6 | 11,989,304 | 9,988,145 |
| Interest income | 7 | 6,126,979 | 5,558,875 |
| 18,116,283 | 15,547,020 | ||
| Net investment gains | 8 | 6,725,507 | 4,786,472 |
| Other income, gains and losses, net | 9 | 635,458 | 332,100 |
| Total revenue, other income and net gains and losses | 25,477,248 | 20,665,592 | |
| Depreciation and amortisation | 10 | (758,269) | (799,307) |
| Staff costs | 11 | (5,528,364) | (5,031,727) |
| Commission and fee expenses | 12 | (5,778,229) | (4,553,442) |
| Interest expenses | 13 | (4,973,361) | (4,237,545) |
| Other operating expenses | 14 | (2,270,188) | (2,166,380) |
| Impairment losses under expected credit loss model, net of reversal | 15 | (283,617) | (461,328) |
| Other impairment losses | (272) | (214,686) | |
| Total expenses | (19,592,300) | (17,464,415) | |
| Share of results of associates | 759,192 | 458,077 | |
| Profit before income tax | 6,644,140 | 3,659,254 | |
| Income tax expense | 16 | (1,010,488) | (308,807) |
| Profit for the year | 5,633,652 | 3,350,447 | |
| Attributable to: | |||
| Equity holders of the Company | 5,633,560 | 3,350,208 | |
| Non-controlling interests | 92 | 239 | |
| 5,633,652 | 3,350,447 | ||
| Earnings per share attributable to the shareholders of the Company (Expressed in RMB Yuan per share) | |||
| - Basic | 17 | 0.65 | 0.37 |
The accompanying notes form part of these consolidated financial statements.
Annual Report 2025 DFZQ
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 December 2025
| Note | Year ended 31 December | ||
|---|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | ||
| Profit for the year | 5,633,652 | 3,350,447 | |
| Other comprehensive income, net of income tax: | |||
| Items that will not be reclassified to profit or loss: | |||
| Fair value gains on investments in equity instruments at fair value through other comprehensive income | 53(4) | 262,711 | 1,193,784 |
| Hedging instruments for fair value hedges | - | (19,496) | |
| Income tax relating to items that will not be reclassified to profit or loss | 53(4) | (63,651) | (293,367) |
| 199,060 | 880,921 | ||
| Share of other comprehensive income of associates | 53(4) | 723 | (11,882) |
| Subtotal | 199,783 | 869,039 | |
| Items that may be reclassified subsequently to profit or loss: | |||
| Fair value gains/(losses) on debt instruments measured at fair value through other comprehensive income | 53(4) | ||
| - net fair value changes during the period | 801,843 | 3,365,870 | |
| - reclassification adjustment to profit or loss on disposal | (1,299,715) | (1,761,245) | |
| Impairment loss for debt instruments at fair value through other comprehensive income | 53(4) | 162,503 | 69,265 |
| Income tax impact relating to items that may be reclassified subsequently to profit or loss | 53(4) | 112,460 | (865,257) |
| (222,909) | 808,633 | ||
| Share of other comprehensive income of associates | 53(4) | (6,913) | 5,931 |
| Exchange differences arising on translation | (21,266) | 6,555 | |
| Other | (3,835) | 864 | |
| Subtotal | (254,923) | 821,983 | |
| Other comprehensive income for the year, net of income tax | (55,140) | 1,691,022 | |
| Total comprehensive income for the year | 5,578,512 | 5,041,469 | |
| Attributable to: | |||
| Equity holders of the Company | 5,578,420 | 5,041,230 | |
| Non-controlling interests | 92 | 239 | |
| 5,578,512 | 5,041,469 |
The accompanying notes form part of these consolidated financial statements.
Annual Report 2025 DFZQ
Consolidated Statement Of Financial Position
As at 31 December 2025
| Note | As at 31 December | ||
|---|---|---|---|
| 2025 | |||
| RMB'000 | 2024 | ||
| (Restated) | |||
| RMB'000 | |||
| Cash and bank balances | 18 | 111,953,849 | 103,093,101 |
| Clearing settlement funds | 20 | 23,461,482 | 15,177,207 |
| Deposits with exchanges and financial institutions | 21 | 45,058,044 | 27,654,365 |
| Derivative financial assets | 22 | 7,898,026 | 1,965,131 |
| Advances to customers | 23 | 39,042,998 | 28,047,525 |
| Accounts receivable | 24 | 2,472,312 | 973,364 |
| Reverse repurchase agreements | 25 | 1,338,404 | 3,984,103 |
| Financial assets at fair value through profit or loss | 26 | 110,159,868 | 90,189,331 |
| Debt instruments at fair value through | |||
| other comprehensive income | 27 | 95,979,972 | 110,519,911 |
| Equity instruments at fair value through | |||
| other comprehensive income | 28 | 32,567,836 | 19,634,600 |
| Debt instruments measured at amortised cost | 29 | 1,583,743 | 1,586,905 |
| Investments in associates | 30 | 6,189,654 | 6,128,123 |
| Right-of-use assets | 32 | 961,072 | 1,072,423 |
| Investment properties | 33 | 4,435 | 30,936 |
| Property and equipment | 34 | 2,555,393 | 2,602,196 |
| Other intangible assets | 35 | 238,634 | 272,393 |
| Goodwill | 37 | 32,135 | 32,135 |
| Deferred tax assets | 38 | 1,433,005 | 1,490,513 |
| Other assets | 39 | 3,945,125 | 3,282,113 |
| Total assets | 486,875,987 | 417,736,375 |
The accompanying notes form part of these consolidated financial statements.
Annual Report 2025 DFZQ
Consolidated Statement of Financial Position
As at 31 December 2025
| Notes | As at 31 December | ||
|---|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | ||
| Placements from banks and financial institutions | 40 | 24,670,509 | 39,194,625 |
| Short-term debt instruments | 41 | 6,520,875 | 5,678,905 |
| Accounts payable to brokerage clients | 42 | 147,190,042 | 113,637,365 |
| Repurchase agreements | 43 | 102,133,870 | 85,916,300 |
| Financial liabilities at fair value through profit or loss | 44 | 27,852,340 | 14,708,501 |
| Derivative financial liabilities | 22 | 7,286,263 | 1,092,582 |
| Contract liabilities | 45 | 44,631 | 44,877 |
| Current tax liabilities | 435,523 | 93,183 | |
| Employee benefits payable | 46 | 3,266,701 | 2,370,667 |
| Borrowings | 47 | 1,801,698 | 1,549,417 |
| Lease liabilities | 48 | 948,379 | 1,058,950 |
| Debt securities issued | 49 | 72,450,029 | 60,734,318 |
| Deferred tax liabilities | 38 | 84,168 | 218 |
| Other liabilities | 50 | 9,502,134 | 10,256,651 |
| Total liabilities | 404,187,162 | 336,336,559 | |
| Share capital | 51 | 8,496,645 | 8,496,645 |
| Treasury stock | 51 | (561,002) | (310,896) |
| Other equity instrument | 52 | 3,000,000 | 5,000,000 |
| Reserves | 53 | 61,176,856 | 60,059,496 |
| Retained earnings | 54 | 10,573,158 | 8,151,495 |
| Equity attributable to equity holders of the Company | 82,685,657 | 81,396,740 | |
| Non-controlling interests | 3,168 | 3,076 | |
| Total equity | 82,688,825 | 81,399,816 | |
| Total equity and liabilities | 486,875,987 | 417,736,375 |
The consolidated financial statements were approved and authorised for issue by the Board of Directors on 27 March 2026 and signed on its behalf by:
Zhou Lei Chairman of the Board
Lu Dayin Executive Director
The accompanying notes form part of these consolidated financial statements.
Annual Report 2025 DFZQ
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
Equity attributable to equity holders of the Company
| Notes | Share capitalRMB'000(Note 51) | Treasury stockRMB'000(Note 51) | Other equity instrumentRMB'000(Note 52) | Reserves | Retained earningsRMB'000(Note 54) | SubtotalRMB'000 | Non-controlling interestsRMB'000 | Total equityRMB'000 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital reserveRMB'000(Note 53) | Surplus reserveRMB'000(Note 53) | General reserveRMB'000(Note 53) | Investment revaluation reserveRMB'000(Note 53) | Translation reserveRMB'000(Note 53) | Hedge reserveRMB'000(Note 53) | |||||||||
| As at 1 January 2025 | 8,496,645 | (310,896) | 5,000,000 | 39,534,520 | 5,032,049 | 13,249,808 | 2,232,418 | 8,745 | 1,956 | 8,151,495 | 81,396,740 | 3,076 | 81,399,816 | |
| Profit for the year | - | - | - | - | - | - | - | - | - | 5,633,560 | 5,633,560 | 92 | 5,633,652 | |
| Other comprehensive income for the year | - | - | - | - | - | - | (33,874) | (21,266) | - | - | (55,140) | - | (55,140) | |
| Total comprehensive income for the year | - | - | - | - | - | - | (33,874) | (21,266) | - | 5,633,560 | 5,578,420 | 92 | 5,578,512 | |
| Repurchase of A shares | 51 | - | (250,106) | - | - | - | - | - | - | - | - | (250,106) | - | (250,106) |
| Redemption of perpetual bonds | - | - | (5,000,000) | - | - | - | - | - | - | - | (5,000,000) | - | (5,000,000) | |
| Issue of perpetual bonds | - | - | 3,000,000 | - | - | - | - | - | - | - | 3,000,000 | - | 3,000,000 | |
| Appropriation to surplus reserve | - | - | - | - | 62,761 | - | - | - | - | (62,761) | - | - | - | |
| Appropriation to general reserve | - | - | - | - | - | 1,178,253 | - | - | - | (1,178,253) | - | - | - | |
| Dividends recognised as distribution | 55 | - | - | - | - | - | - | - | - | - | (1,855,830) | (1,855,830) | - | (1,855,830) |
| Distribution to holders of other equity instrument | 55 | - | - | - | - | - | - | - | - | - | (70,500) | (70,500) | - | (70,500) |
| Transfer to retained earnings for cumulative fair value change of equity instruments at fair value through other comprehensive income upon disposal | 28 | - | - | - | - | - | - | 46,509 | - | (1,956) | (44,553) | - | - | - |
| Other | - | - | - | (113,067) | - | - | - | - | - | - | (113,067) | - | (113,067) | |
| As at 31 December 2025 | 8,496,645 | (561,002) | 3,000,000 | 39,421,453 | 5,094,810 | 14,428,061 | 2,245,053 | (12,521) | - | 10,573,158 | 82,685,657 | 3,168 | 82,688,825 |
The accompanying notes form part of these consolidated financial statements.
Annual Report 2025 DFZQ
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
| Equity attributable to equity holders of the Company | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes | Share capitalRMB'000(Note 51) | Treasury stockRMB'000(Note 51) | Other equity instrumentRMB'000(Note 52) | Reserves | Retained earningsRMB'000(Note 54) | SubtotalRMB'000 | Non-controlling interestsRMB'000 | Total equityRMB'000 | ||||||
| Capital reserveRMB'000(Note 53) | Surplus reserveRMB'000(Note 53) | General reserveRMB'000(Note 53) | Investment revaluation reserveRMB'000(Note 53) | Translation reserveRMB'000(Note 53) | Hedge reserveRMB'000(Note 53) | |||||||||
| As at 1 January 2024 | 8,496,645 | (299,780) | 5,000,000 | 39,534,520 | 4,618,006 | 12,134,542 | 489,687 | 2,190 | 12,325 | 8,757,396 | 78,745,531 | 14,666 | 78,760,197 | |
| Profit for the year | - | - | - | - | - | - | - | - | - | 3,350,208 | 3,350,208 | 239 | 3,350,447 | |
| Other comprehensive income for the year | - | - | - | - | - | - | 1,699,089 | 6,555 | (14,622) | - | 1,691,022 | - | 1,691,022 | |
| Total comprehensive income for the year | - | - | - | - | - | - | 1,699,089 | 6,555 | (14,622) | 3,350,208 | 5,041,230 | 239 | 5,041,469 | |
| Repurchase of A shares | 51 | - | (11,116) | - | - | - | - | - | - | - | - | (11,116) | - | (11,116) |
| Appropriation to surplus reserve | - | - | - | - | 414,043 | - | - | - | - | (414,043) | - | - | - | |
| Appropriation to general reserve | - | - | - | - | - | 1,115,266 | - | - | - | (1,115,266) | - | - | - | |
| Dividends recognised as distribution | 55 | - | - | - | - | - | - | - | - | - | (1,903,905) | (1,903,905) | - | (1,903,905) |
| Distribution to holders of other equity instrument | 55 | - | - | - | - | - | - | - | - | - | (475,000) | (475,000) | - | (475,000) |
| Transfer to retained earnings for cumulative fair value change of equity instruments at fair value through other comprehensive income upon disposal | 28 | - | - | - | - | - | - | 43,642 | - | 4,253 | (47,895) | - | - | - |
| Other | - | - | - | - | - | - | - | - | - | - | (11,829) | (11,829) | ||
| As at 31 December 2024 | 8,496,645 | (310,896) | 5,000,000 | 39,534,520 | 5,032,049 | 13,249,808 | 2,232,418 | 8,745 | 1,956 | 8,151,495 | 81,396,740 | 3,076 | 81,399,816 |
The accompanying notes form part of these consolidated financial statements.
Annual Report 2025 DFZQ
Consolidated Statement of Cash Flows
For the year ended 31 December 2025
| Note | Year ended 31 December | |
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Operating activities | ||
| Profit before income tax | 6,644,140 | 3,659,254 |
| Adjustments for: | ||
| Interest expenses | 4,973,361 | 4,237,545 |
| Share of results of associates | (759,192) | (458,077) |
| Depreciation and amortisation | 758,269 | 799,307 |
| Impairment losses under expected credit loss model, net of reversal | 283,617 | 461,328 |
| Other impairment losses | 272 | 214,686 |
| Gains on disposal of property and equipment, right-of-use assets and investment properties | 48,642 | (16,126) |
| Foreign exchange gains, net | (264,925) | (59,525) |
| Net realised losses arising from disposal of associates | 1,057 | 18,900 |
| Interest income and net realised gains and income arising from debt instruments at fair value through other comprehensive income | (3,957,529) | (5,117,967) |
| Dividend income arising from equity instruments at fair value through other comprehensive income | (1,304,278) | (680,328) |
| Net realised losses arising from financial liabilities at fair value through profit or loss | 143,086 | 106,442 |
| Interest income and net realised gains and income from debt instruments measured at amortised cost | (47,567) | (47,720) |
| Unrealised fair value change of financial assets at fair value through profit or loss | (114,506) | (574,952) |
| Unrealised fair value change of financial liabilities at fair value through profit or loss | (257,789) | 80,310 |
| Unrealised fair value change of derivative financial instruments | 81,965 | 944,676 |
The accompanying notes form part of these consolidated financial statements.
Annual Report 2025 DFZQ
Consolidated Statement of Cash Flows
For the year ended 31 December 2025
| Note | Year ended 31 December | |
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Operating cash flows before movements in working capital | 6,228,623 | 3,567,753 |
| Increase in advances to customers | (11,075,759) | (6,976,872) |
| Decrease in reverse repurchase agreements | 2,425,066 | 1,065,825 |
| (Increase)/decrease in financial assets at fair value through profit or loss and derivative financial assets | (25,870,891) | 6,424,207 |
| Increase in restricted deposits and deposits with exchanges and financial institutions | (12,745,037) | (26,857,997) |
| (Increase)/decrease in bank balances and clearing settlement funds restricted or held on behalf of customers | (15,463,422) | 20,235,463 |
| (Increase)/decrease in accounts receivable and other assets | (1,755,565) | 231,736 |
| Increase/(decrease) in other liabilities and contract liabilities | 276,690 | (20,701) |
| Increase in accounts payable to brokerage clients | 33,552,677 | 2,066,378 |
| Increase/(decrease) in financial liabilities at fair value through profit or loss and derivative financial liabilities | 9,443,377 | (278,848) |
| Increase in repurchase agreements | 16,150,759 | 12,241,854 |
| (Decrease)/increase in placements from banks and other financial institutions | (14,522,907) | 13,570,022 |
| Cash (used in)/generated from operations | (13,356,389) | 25,268,820 |
| Income taxes paid | (477,881) | (352,357) |
| Interest paid | (2,830,772) | (2,185,141) |
| Net cash (used in)/generated from operating activities | (16,665,042) | 22,731,322 |
The accompanying notes form part of these consolidated financial statements.
Annual Report 2025 DFZQ
Consolidated Statement of Cash Flows
For the year ended 31 December 2025
| Notes | Year ended 31 December | ||
|---|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | ||
| Investing activities | |||
| Dividends and interest received from investments | 4,463,003 | 3,952,311 | |
| Proceeds on disposal of property and equipment and investment properties | 2,239 | 162,254 | |
| Proceeds on disposal or redemption of: | |||
| - equity instruments at fair value through other comprehensive income | 1,586,440 | 801,694 | |
| - debt instruments at fair value through other comprehensive income | 363,082,373 | 298,703,170 | |
| - debt instrument measured at amortised cost | 2,817 | - | |
| Capital injection in associates | (35,000) | (24,500) | |
| Purchases of: | |||
| - equity instruments at fair value through other comprehensive income | (14,246,399) | (12,946,463) | |
| - debt instruments at fair value through other comprehensive income | (348,147,947) | (314,984,277) | |
| Purchases of property and equipment and other intangible assets | (326,038) | (299,709) | |
| Proceeds from disposal of or capital reduction in associates | 200,928 | 175,562 | |
| Cash outflow from hedging instrument | - | (5,671) | |
| Net cash generated from/(used in) investing activities | 6,582,416 | (24,465,629) |
The accompanying notes form part of these consolidated financial statements.
Annual Report 2025 DFZQ
Consolidated Statement of Cash Flows
For the year ended 31 December 2025
| Notes | Year ended 31 December | ||
|---|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | ||
| Financing activities | |||
| Proceeds from issuance of debt securities, short-term debt instruments and income certificates designated at fair value through profit and loss | 65 | 71,989,626 | 39,745,234 |
| Proceeds from issuance of perpetual subordinated bonds | 65 | 3,000,000 | - |
| Repayments on debt securities issued, short-term debt instruments and income certificates designated at fair value through profit and loss | 65 | (49,025,890) | (36,364,532) |
| Proceeds from borrowings | 65 | 23,991,367 | 3,176,103 |
| Repayments of borrowings | 65 | (23,701,560) | (3,359,060) |
| Repayments of lease liabilities | 65 | (354,935) | (362,399) |
| Dividends paid to ordinary shareholders | 65 | (1,855,830) | (1,903,905) |
| Dividends paid to holders of other equity instrument | 65 | (237,500) | (237,500) |
| Payment for redemption of perpetual bonds | (5,000,000) | - | |
| Interest paid on debt securities issued, short-term debt instruments and income certificates designated at fair value through profit and loss | 65 | (2,227,693) | (2,260,245) |
| Interest paid on borrowings | 65 | (66,742) | (87,586) |
| Interest paid on lease liabilities | 65 | (28,102) | (33,926) |
| Payment for repurchase of A-shares | (250,105) | (11,116) | |
| Payments on capital returned to non-controlling shareholders | - | (11,829) | |
| Net cash generated from/(used in) financing activities | 16,232,636 | (1,710,761) | |
| Net increase/(decrease) in cash and cash equivalents | 6,150,010 | (3,445,068) | |
| Cash and cash equivalents at beginning of the year | 19,744,675 | 23,090,236 | |
| Effect of foreign exchange rate changes | 190,234 | 99,507 | |
| Total cash and cash equivalents at end of the year | 19 | 26,084,919 | 19,744,675 |
The accompanying notes form part of these consolidated financial statements.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
1 CORPORATE INFORMATION
東方證券股份有限公司, formerly known as Orient Securities Limited Liability Company (東方證券有限責任公司), was a limited liability company established on 10 December 1997. Upon approval from the Shanghai Municipal Government on 13 August 2003, and from the China Securities Regulatory Commission ("CSRC") on 12 September 2003, Orient Securities Limited Liability Company was converted into a joint stock limited liability company, and was renamed as 東方證券股份有限公司 (the "Company"). On 23 March 2015, the Company became listed on the Shanghai Stock Exchange with the stock code of 600958. On 8 July 2016, the Company became listed on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") with the stock code of 03958.
The registered office of the Company is located at Orient Securities Building, No. 119, South Zhongshan Road, Shanghai, the People's Republic of China ("PRC").
The Company and its subsidiaries (the "Group") are principally engaged in securities brokerage; margin financing and securities lending; securities investment consulting; financial advisory services related to securities trading and investment activities; proprietary securities trading; distribution of securities investment funds; introduction services for futures companies; distribution of financial products on behalf of third parties; securities underwriting and sponsorship; stock options market making; custody of securities investment funds; securities asset management; public offering securities investment fund management; commodity futures brokerage, financial futures brokerage, and futures investment consulting; financial product investments, securities investments, investment management and advisory services; equity or debt investments in enterprises using proprietary capital or through direct investment funds, including investments in other funds related to equity/debt investments; provision of financial advisory services related to equity and debt investments for clients, and other business activities approved by the CSRC.
2 BASIS OF PREPARATION
2.1 Basis of Preparation
The consolidated financial statements have been prepared in accordance with IFRS Accounting Standards, as issued by the International Accounting Standards Board ("IASB"). In addition, the consolidated financial statements include applicable disclosures required by the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and by the Hong Kong Companies Ordinance (Cap. 622) for this financial year and the comparative period.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
2 BASIS OF PREPARATION (Continued)
2.1 Basis of Preparation (Continued)
The consolidated financial statements have been prepared under the historical cost convention, except for derivative financial instruments, financial assets/liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive income, which have been measured at fair value, as further explained in the respective accounting policies below. These financial statements are presented in RMB and all values are rounded to the nearest thousand except when otherwise indicated.
2.2 Amendments to the accounting standards effective in 2025 and adopted by the Group
The Group has adopted the following amendments to the IFRS Accounting Standards issued by the IASB that are first effective for the financial year ended 31 December 2025:
IAS 21 Amendments
The effects of changes in foreign exchange rates – Lack of exchangeability
(1) IAS 21 Amendments: The effects of changes in foreign exchange rates – Lack of exchangeability
(i) The Group has applied the amendments to IAS 21, The effects of changes in foreign exchange rates – Lack of exchangeability issued by the International Accounting Standards Board ("IASB") to these financial statements for the current accounting period. The amendments do not have a material impact on these financial statements as the Group has not entered into any foreign currency transactions in which the foreign currency is not exchangeable into another currency.
(2) Voluntary Change in Accounting Policy
The Group voluntarily made a change in accounting policy related to physical settlement of contracts to buy or sell bulk commodities that fail the own-use scope exception. Previously, for contracts involving the sale of bulk commodities, the Group recognised sales revenue and cost of sales when the customer obtained the control of the commodity. Considering the practical guidance issued by the relevant regulatory authority and the economic substance of these transactions, effective on 1 January 2025, such transactions are accounted for as settlement of the sales contracts without recognising any sales revenue or cost of sales. The impact of this change in accounting policy has been applied retrospectively, and comparative figures have been adjusted accordingly.
The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
2 BASIS OF PREPARATION (Continued)
2.3 Standards and amendments relevant to the Group that are not yet effective and have not been adopted before their effective dates in 2025
| Effective for annual periods beginning on or after | ||
|---|---|---|
| (1) | Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7 | 1 January 2026 |
| (2) | Contracts Referencing Nature – dependent Electricity – Amendments to IFRS 9 and IFRS 7 | 1 January 2026 |
| (3) | Annual Improvements to IFRS Accounting Standards – Volume 11 | 1 January 2026 |
| (4) | IFRS 18 Presentation and Disclosure in Financial Statements | 1 January 2027 |
| (5) | IFRS 19 Subsidiaries without Public Accountability: Disclosures | 1 January 2027 |
| (6) | Sale or Contribution of Assets between an Investor and its Associate or Joint Venture – Amendments to IFRS 10 and IAS 28 | Effective date has been deferred indefinitely |
2.4 Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries for the year ended 31 December 2025. The financial statements of the subsidiaries are prepared for the same reporting period as the Company (also referred to as the "Parent"), using consistent accounting policies.
The results of subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. All intra-group balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends are eliminated on consolidation in full.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
2 BASIS OF PREPARATION (Continued)
2.4 Basis of consolidation (Continued)
Total comprehensive income within a subsidiary is attributed to the non-controlling interest even if that results in a deficit balance. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:
(a) derecognises the assets (including goodwill) and liabilities of the subsidiary;
(b) derecognises the carrying amount of any non-controlling interest;
(c) derecognises the cumulative translation differences recorded in equity;
(d) recognises the fair value of the consideration received;
(e) recognises the fair value of any investment retained;
(f) recognises any resulting surplus or deficit in profit or loss; and
(g) reclassifies the Group’s share of components previously recognised in other comprehensive income (OCI) to profit or loss.
Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries not held by the Group and are presented separately in the consolidated statement of profit or loss and within equity in the consolidated statement of financial position separately from the equity attributable to owners of the Parent. An acquisition of non-controlling interests is accounted for as an equity transaction.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES
(1) Cash and cash equivalents
Cash and cash equivalents are short term, highly liquid assets, which are readily convertible into known amounts of cash and are subject to an insignificant risk of changes in value.
Cash and cash equivalents include cash and assets with original maturity of three months or less under cash and bank balances.
(2) Foreign currency transactions and foreign currency translation
The consolidated financial statements are presented in RMB, which is the Company's functional and presentation currency. The recording currency of the Company's subsidiaries is determined based on the primary economic environment in which they operate.
Foreign currency transactions recorded by the entities in the Group are initially recorded using their respective functional currency rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated at the prevailing functional currency exchange rates at the end of the reporting period. All differences are taken to the statement of profit or loss. Non-monetary items denominated in foreign currencies that are measured at historical costs are translated at the balance sheet date using the spot exchange rates at the date of the transactions.
For the purposes of presenting the consolidated financial statements, the assets and liabilities of the Group's overseas operations are translated into the presentation currency of the Group at the rate of exchange prevailing at the end of the reporting period, and their income and expenses are translated at exchange rates that approximate the exchange rates of the date of the transaction. The exchange differences resulting from foreign currency financial statement translation of subsidiaries are recognised in OCI and accumulated in the foreign exchange translation reserve. The cash flows of overseas operations are translated at the spot exchange rates on the dates of the cash flows.
The effect of exchange rate changes on cash is presented separately in the cash flow statement.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(3) Financial instruments
(a) Initial recognition, classification and measurement of financial instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase or sell the asset.
At initial recognition, the Group measures a financial asset or financial liability at its fair value, in the case of a financial asset or financial liability not at fair value through profit or loss, plus or minus transaction costs that are incremental and directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at fair value through profit or loss are expensed in profit or loss.
Financial assets
Financial assets are classified on the basis of the Group’s business model for managing the asset and the cash flow characteristics of the assets:
(i) Amortised cost;
(ii) Fair value through other comprehensive income (“FVOCI”); or
(iii) Fair value through profit or loss (“FVTPL”).
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
Business model reflects how the Group manages the assets in order to generate cash flows. That is, whether the Group’s objective is solely to collect the contractual cash flows from the assets or is to collect both the contractual cash flows and cash flows arising from the sale of assets. If neither of these is applicable (e.g. financial assets are held for trading purposes), then the financial assets are classified as part of “other” business model and measured at FVTPL. Factors considered by the Group in determining the business model for a group of assets include past experience on how the cash flows for these assets were collected, how the asset’s performance is evaluated and reported to key management personnel, how risks are assessed and managed and how managers are compensated.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(3) Financial instruments (Continued)
(a) Initial recognition, classification and measurement of financial instruments (Continued)
Financial assets (Continued)
Where the business model is to hold assets to collect contractual cash flows or to collect contractual cash flows and sell, the Group assesses whether the financial instruments' cash flows represent solely payments of principal and interest ("SPPI"). In making this assessment, the Group considers whether the contractual cash flows are consistent with a basic lending arrangement. i.e. interest includes only consideration for the time value of money, credit risk, other basic lending risks and a profit margin that is consistent with a basic lending arrangement. Where the contractual terms introduce exposure to risk or volatility that are inconsistent with a basic lending arrangement, the related financial asset is classified and measured at fair value through profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determine whether their cash flows are SPPI.
The classification requirements for debt instruments and equity instruments are described as below:
Debt Instruments
Debt instruments are those instruments that meet the definition of a financial liability from the issuer's perspective. Classification and subsequent measurement of debt instruments depend on: (i) the Group's business model for managing the asset; and (ii) the cash flow characteristics of asset.
Based on these factors, the Group classifies its debt instruments into one of the following three measurement categories:
(i) Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent SPPI, and that are not designated at FVTPL, are measured at amortised cost.
(ii) FVOCI: Financial assets that are held for collection of contractual cash flows and for selling the assets, where the assets' cash flows represent SPPI, and that are not designated at FVTPL, are measured at FVOCI.
(iii) FVTPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVTPL.
The Group may also irrevocably designate financial assets at FVTPL if doing so significantly reduces or eliminates a mismatch created by assets and liabilities being measured on different bases.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(3) Financial instruments (Continued)
(a) Initial recognition, classification and measurement of financial instruments (Continued)
Equity instruments
Equity instruments are instruments that meet the definition of equity from the issuer's perspective; that is, instruments that do not contain a contractual obligation to pay and that evidence a residual interest in the issuer's net assets. Examples of equity instruments include basic ordinary shares.
The Group subsequently measures all equity investments at FVTPL, except where the Group's management has elected, at initial recognition, to irrevocably designate an equity investment at FVOCI.
Financial liabilities
Financial liabilities are classified as subsequently measured at amortised cost, except for financial liabilities at FVTPL, which is applied to derivatives, financial liabilities held for trading (e.g. short positions in the trading books) and other financial liabilities designated as such at initial recognition.
Contingent consideration recognised by an acquirer in a business combination to which IFRS 3 applies. Such contingent consideration shall subsequently be measured at fair value with changes recognised in profit or loss.
An entity may, at initial recognition, irrevocably designate a financial liability as measured at fair value through profit or loss: (i) it eliminates or significantly reduces a measurement or recognition inconsistency (sometimes referred to as 'an accounting mismatch'); (ii) a group of financial liabilities or financial assets and financial liabilities is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the Group is provided internally on that basis to the entity's key management personnel.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(3) Financial instruments (Continued)
(b) Reclassification of financial assets
When the Group changes the business model for managing its financial assets, it shall reclassify all affected financial assets, and apply the reclassification prospectively from the reclassification date. The Group does not restate any previously recognised gains, losses (including impairment gains or losses) or interest. Reclassification date is the first day of the first reporting period following the change in business model that results in an entity reclassifying financial assets.
(c) Fair value of financial instruments
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their best economic interest.
The fair values of quoted financial assets and financial liabilities in active markets are based on quoted market prices. If there is no active market, the Group establishes fair value by using valuation techniques. These include the use of market approach, income approach and cost approach. When using valuation techniques, the Group uses observable inputs. Unobservable market inputs would not be used unless relevant observable inputs are not available or not practicable to access.
Default Valuation Adjustments are applied to the Group's financial liabilities at fair value through profit or loss, and assumes that Default Valuation Adjustments stay the same before and after the transfer of the liability. Default Valuation Adjustments refer to risk that enterprises fail to perform the obligation, including but not limited to their own credit risk.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(3) Financial instruments (Continued)
(c) Fair value of financial instruments (Continued)
The Group uses the following hierarchy for determining and disclosing the fair values of financial assets and financial liabilities based on the inputs used when determining the fair value:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
Level 2: Valuation technique using inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Valuation technique using inputs for the asset or liability that is not based on observable market data (unobservable inputs).
The level of fair value measurement depends on the lowest level of input that is significant to the entire fair value measurement.
(d) Subsequent measurement of financial instruments
Subsequent measurement of financial instruments depends on the categories:
Amortised cost
Interest income is recognised using the effective interest method for financial assets measured subsequently at amortised cost and debt instruments subsequently measured at FVOCI. For financial instruments other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired. For financial assets that have subsequently become credit-impaired, interest income is recognised by applying the effective interest rate to the amortised cost of the financial asset from the next reporting period. If the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognised by applying the effective interest rate to the gross carrying amount of the financial asset from the beginning of the reporting period following the determination that the asset is no longer credit impaired.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(3) Financial instruments (Continued)
(d) Subsequent measurement of financial instruments (Continued)
Financial assets at fair value through other comprehensive income
Debt instruments
Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses and interest revenue on the instrument's amortised cost which are recognised in profit or loss. Interest income from these financial assets is included in "interest income" using the effective interest rate method. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in "Net investment gains".
Equity instruments
The equity instrument investments that are held for purposes other than to generate investment returns are designated as FVOCI. When this election is used, fair value gains and losses are recognised in OCI and are not subsequently reclassified to profit or loss, including on disposal. Impairment losses (and reversal of impairment losses) are not reported separately from other changes in fair value. Dividends, when representing a return on such investments, continue to be recognised in profit or loss as net investment gains when the Group's right to receive payments is established, and it is probable that future economic benefits associated with the item will flow to the Group, and the amounts of the dividends can be measured reliably.
Financial assets at fair value through profit or loss
Debt instruments
A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss and is not part of a hedging relationship is recognised in profit or loss and presented in the profit or loss statement within "Net investment gains" in the period in which it arises.
Equity instruments
Gains and losses on equity investments at FVTPL are included in the "Net investment gains" line in the statement of profit or loss.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(3) Financial instruments (Continued)
(d) Subsequent measurement of financial instruments (Continued)
Financial liabilities at fair value through profit or loss
Financial liabilities at FVTPL are measured at fair value with all gains or losses recognised in profit or loss of the current period, except for financial liabilities designated as at fair value through profit or loss, where gains or losses on the financial liabilities are treated as follows:
(i) changes in fair value of such financial liabilities due to changes in the Group's own credit risk are recognised in OCI; and
(ii) other changes in fair value of such financial liabilities are recognised in profit or loss of the current period. If the accounting of changes in the credit risk of the financial liabilities in accordance with (i) will create or enlarge accounting mismatches in profit or loss, the Group recognises all gains or losses on such financial liabilities (including amounts arising from changes in its own credit risk) in the profit or loss of the current period.
When financial liabilities designated as at FVTPL are derecognised, fair value gains and losses are subsequently reclassified from OCI to retained earnings.
(e) Impairment of financial instruments
The Group assesses on a forward-looking basis the ECL associated with its debt instrument assets carried at amortised cost and FVOCI.
ECL is the weighted average of credit losses with the respective risks of a default occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive (i.e. all cash shortfalls), discounted at the original effective interest rate (or credit-adjusted effective interest rate for POCI financial assets).
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(3) Financial instruments (Continued)
(e) Impairment of financial instruments (Continued)
The Group measures the ECL of a financial instrument reflects:
(i) an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
(ii) the time value of money; and
(iii) reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.
For financial instruments whose impairment losses are measured using the ECL model, the Group assesses whether their credit risk has increased significantly since their initial recognition, and applies a three-stage impairment model to calculate their impairment allowance and recognise their ECL, as follows:
-
Stage I: The Group measures the loss allowance for a financial instrument at an amount equal to the next 12 months ECL if the credit risk of that financial instrument has not increased significantly since initial recognition.
-
Stage II: The Group measures the loss allowance for a financial instrument at an amount equal to the lifetime ECL if the credit risk of that financial instrument has increased significantly since initial recognition, but is not yet deemed to be credit-impaired.
-
Stage III: The Group measures the loss allowance for a financial instrument at an amount equal to the lifetime ECL if the financial instrument is credit-impaired.
The Group applies the impairment requirements for the recognition and measurement of loss allowance for debt instruments that are measured at FVOCI. The loss allowance is recognised in OCI and the impairment loss is recognised in profit or loss, and it should not reduce the carrying amount of the financial asset in the statement of financial position.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(3) Financial instruments (Continued)
(e) Impairment of financial instruments (Continued)
The Group has measured the loss allowance for a financial instrument at an amount equal to the lifetime ECL in the previous reporting period, but determines to measure it at an amount equal to the next 12 months ECL at the current reporting date since the credit risk of that financial instrument has increased significantly since initial recognition is no longer met, and the amount of ECL reversal is recognised in profit or loss. Excluding POCI financial assets.
The inputs, assumptions and estimation techniques the Group used in ECL models for its debt instrument assets carried at amortised cost and FVOCI refer to Note 63.2.
(f) Derecognition of financial instruments
A financial asset is derecognised, when one of the following criteria is satisfied:
(i) the contractual rights to receive cash flows from the assets have expired; or (ii) the Group has transferred its rights to receive cash flows from the asset; or has assumed an obligation to pay them in full without material delay to a third party under a "pass-through" arrangement; and (a) the Group has transferred substantially all the risks and rewards of ownership of the financial asset; or (b) the Group has neither transferred nor retained substantially all the risks and rewards of ownership of the financial asset, but not retain control of the asset.
A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability.
When the Group has made substantial modifications to a part of the contract terms of an existing financial liability, the relevant portion of the existing financial liability is derecognised, while the financial liability under modified terms is recognised as a new financial liability.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(3) Financial instruments (Continued)
(f) Derecognition of financial instruments (Continued)
On derecognition of a financial liability in its entirety or partially, the difference between the carrying amount and the consideration paid (including non-cash assets transferred or new financial liabilities assumed) shall be recognised in profit or loss.
If the Group repurchases a part of a financial liability, the Group shall allocate the previous carrying amount of the financial liability between the part that continues to be recognised and the part that is derecognised based on the relative fair values of those parts on the date of the repurchase. The difference between the carrying amount allocated to the part derecognised and the consideration paid (including any non-cash assets transferred or liabilities assumed) for the part derecognised shall be recognised in profit or loss.
(4) Derivative financial instruments and hedge accounting
Derivative financial instruments
The Group uses derivatives, such as foreign currency contracts to economically hedge its foreign currency risk. Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value and changes therein are generally recognised in profit or loss.
Hedge accounting
At the inception of a hedging relationship, the Group formally designates the hedge instruments and the hedged items, and documents the hedging relationship to which the Group wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument's effectiveness in offsetting the exposure to changes in the hedged item's fair value or cash flows attributable to the hedged risk. Such hedges are expected to meet the hedge effectiveness in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to analyse the sources of hedge ineffectiveness which are expected to affect the hedging relationship in remaining hedging period. If a hedging relationship ceases to meet the hedge effectiveness requirement relating to the hedge ratio, but the risk management objective for that designated hedging relationship remains the same, the Group would rebalance the hedging relationship.
Certain derivative transactions, while providing effective economic hedges under the Group's risk management positions, do not qualify for hedge accounting and are therefore treated as derivatives held for trading with fair value gains or losses recognised in profit or loss. Hedges which meet the strict criteria for hedge accounting are accounted for in accordance with the Group's accounting policy as set out below.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(4) Derivative financial instruments and hedge accounting (Continued)
Hedge accounting (Continued)
Fair value hedges
Fair value hedges are hedges of the Group's exposure to changes in the fair value of a recognised asset or liability or an unrecognised firm commitment, or an identified portion of such an asset, liability or unrecognised firm commitment, that is attributable to a particular risk and could affect the profit or loss or OCI. Among them, the circumstances affecting OCI are limited to the hedging for the risk exposure from fair value change of non-trading equity investment designated as at FVOCI. For fair value hedges, the carrying amount of the hedged item is adjusted for gains and losses attributable to the risk being hedged, the derivative is remeasured at fair value and the gains and losses from both are taken to profit or loss or OCI. For hedged items recorded at amortised cost, the difference between the carrying value of the hedged item and the face value is amortised over the remaining term of the original hedge using the effective interest rate method.
When an unrecognised firm commitment is designated as a hedged item, the subsequent cumulative change in the fair value of the firm commitment attributable to the hedged risk is recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss. The changes in the fair value of the hedging instrument are also recognised in profit or loss.
The Group discontinues fair value hedge accounting when the hedging relationship ceases to meet the qualifying criteria after taking into account any rebalancing of the hedging relationship, including the hedging instrument has expired or has been sold, terminated or exercised. If the hedged items are derecognised, the unamortised fair value is recorded in profit or loss.
(5) Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the statement of financial position when there is a current legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.
(6) Margin financing and securities lending services
Margin financing and securities lending services refer to the lending of funds by the Group to customers for purchase of securities, or lending of securities by the Group to customers, for which the customers provide the Group with collateral.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(6) Margin financing and securities lending services (Continued)
The Group recognises margin accounts at initial recognition, and recognises interest income accordingly. Securities lent are not derecognised, but still accounted for as the original financial assets, and interest income is recognised accordingly.
Securities trading on behalf of margin financing or securities lending customers are accounted for as securities brokerage business.
For impairment of financial assets arising from margin financing and securities lending, refer to Note 3(3)(e).
(7) Reverse repurchase agreements and repurchase agreements
Financial assets transferred as collateral in connection with repurchase agreements, involving fixed repurchase dates and prices, are not derecognised. They continue to be recorded as original financial assets before transferred. The corresponding liability is included in repurchase agreements.
Consideration paid for financial assets held under agreements to resell are recorded as reverse repurchase agreements, the related collateral accepted is not recognised in the consolidated financial statements.
The difference between the purchase and resale consideration, and that between the sale and repurchase consideration, is amortised over the period of the respective transaction using the effective interest method and is recognised through interest income or expenses.
For impairment of reverse repurchase agreements, refer to Note 3(3)(e) and Note 4(4).
(8) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and can affect those returns through its power over the investee. When the Group assesses whether it has power over an investee, the Group's voting rights or potential voting rights and other contractual arrangements are considered.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(9) Associates
Associates are all entities over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies.
The Group’s investments in associates are stated in the consolidated statement of financial position at the Group’s share of net assets under the equity method of accounting, less any impairment losses. The Group’s share of the post-acquisition results and reserves of associates is included in the consolidated statement of profit or loss and consolidated reserves, respectively. Unrealised gains and losses resulting from transactions between the Group and its associates are eliminated to the extent of the Group’s investments in the associates.
(10) Joint ventures
Joint ventures are all entities over which the Group has joint control. Joint control, is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.
The Group’s investments in joint ventures are stated in the consolidated statement of financial position at the Group’s share of net assets under the equity method of accounting, less any impairment losses. The Group’s share of post-acquisition results and reserves of joint ventures is included in the consolidated statement of profit or loss and reserves, respectively. Unrealised gains and losses resulting from transactions between the Group and its joint ventures are eliminated to the extent of the Group’s investments in the joint ventures.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(11) Investment properties
Investment properties comprise real estate properties for the purpose of earning rental income and/or for capital appreciation, including buildings that have been leased out. Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the expenditure will flow to the Group. Ongoing repairs and maintenance are expensed as incurred.
The Group’s investment properties are accounted for using cost model. The initial recognition and subsequent measurement of buildings and properties that are leased out are accounted for using the same measurement and depreciation methods as those for property and equipment.
When an investment property is transferred to owner-occupied property, it is reclassified to property and equipment with the carrying amount determined at the carrying amount of the investment property at the date of the transfer. When an owner-occupied property is transferred out for earning rentals or for capital appreciation, the property and equipment is transferred to investment properties with the carrying amount determined at the carrying amount at the date of the transfer.
An investment property shall be derecognised on disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from its disposal. When an investment property is sold, transferred, retired or damaged, the Group recognises the amount of any proceeds on disposal, net of the carrying amount and related expenses, in the consolidated statement of profit or loss.
(12) Property and equipment
(a) Recognition criteria for property and equipment
Property and equipment comprise properties and buildings, transportation vehicles and electronic devices that the Group expects to use for more than one year and other tangible assets that are expected to be used for more than one year.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(12) Property and equipment (Continued)
(b) Property and equipment initially measured at cost
Cost of an item of purchased property and equipment comprises purchase price, tax and any costs directly attributable to bringing the asset to the condition necessary for its intended use and it includes transportation costs, installation and assembly costs, and professional service fees. The cost of a self-constructed asset comprises all costs incurred before the asset is ready for its intended use.
Subsequent expenditure incurred for the property and equipment is included in the cost of the property and equipment if it is probable that economic benefits associated with the asset will flow to the Group and the subsequent expenditure can be measured reliably, while the carrying amount of the replaced part is derecognised. Other subsequent expenditure is recognised in the consolidated income statement in the period in which they are incurred.
Depreciation of property and equipment is calculated on the straight-line basis.
Estimated useful life, depreciation rate and estimated residual value of each item of property and equipment which are required by the operation of the Group are as follows:
| Types of property and equipment | Estimated useful lives | Yearly depreciation rate | Estimated residual value rate |
|---|---|---|---|
| Leasehold land and buildings | 30 years | 3.23% | 3% |
| Electronic and communication equipment | 3 – 10 years | 9.70% – 32.33% | 3% |
| Motor vehicles | 6 years | 16.17% | 3% |
| Office equipment | 5 years | 19.40% | 3% |
| Leasehold improvements | Over the lease term | nil | nil |
The years that property and equipment were already in use upon purchase were excluded when determining the estimated useful lives of these types of property and equipment. The estimated useful lives, the estimated residual value rate and the depreciation method of each type of property and equipment are reviewed, and adjusted if appropriate, at each financial year end. Gains and losses on disposal of property and equipment, the costs of disposal and taxes in connection with such disposal are considered in the determination of the estimated residual value rate.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(12) Property and equipment (Continued)
(c) Impairment of property and equipment
The Group assesses whether there is any indication that assets are impaired at each financial reporting date. When any such indication exists, the Group estimates the recoverable amount. When recoverable amounts of assets are lower than carrying amounts, the Group decreases the carrying amount to recoverable amount, the decreased amount recognised in the consolidated income statement.
An impairment loss recognised for property and equipment is not reversed in subsequent periods.
(d) Disposal of property and equipment
An item of property and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from its continued use. Any gain or loss arising on the disposal or retirement of an item of property and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised through profit or loss.
(e) Construction in progress
Costs of construction in progress are determined based on the actual expenditure incurred which include all necessary expenditure incurred during the construction period, borrowing costs eligible for capitalisation and other costs incurred to bring the asset to its intended use.
Items classified as construction in progress are transferred to property and equipment when such assets are ready for their intended use.
(13) Land-use rights and intangible assets
(a) Land-use rights
Land-use rights acquired by the Group are amortised over the period that is confirmed by the land use permit.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(13) Land-use rights and intangible assets (Continued)
(b) Intangible assets
Intangible assets are recognised only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item shall be measured reliably, and measured initially at cost. Intangible assets acquired from business combination and their fair value can be measured reliably are recognised as intangible assets individually and measured at their fair value as at date of combination.
Useful lives of intangible assets are determined as the period that the assets are expected to generate economic benefits for the Group, and when there is no foreseeable limit on the period of time over which the asset is expected to generate economic benefits for the Group, the intangible assets are regarded as having indefinite useful life.
Intangible assets with finite useful lives (i.e. computer software and data assets) that are acquired separately are carried at cost less accumulated amortisation and any accumulated impairment losses. Amortisation for intangible assets with finite useful lives is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimates being accounted for on a prospective basis. Intangible assets with indefinite useful lives (i.e. trading rights) that are acquired separately are carried at cost less any subsequent accumulated impairment losses.
Intangible assets with indefinite useful lives need to be assessed for impairment no matter if there is any impairment evidence. These assets need not to be amortised, and their useful lives shall be reviewed each reporting date. If there is any evidence to support that the useful lives are definite, these intangible assets shall apply the policies of intangible assets with definite useful lives.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(13) Land-use rights and intangible assets (Continued)
(b) Intangible assets (Continued)
Internal research and development expenses are classified as research phase expense and development phase expenses. Expenditure on research phase of an internal project shall be recognised as an expense when it is incurred. Development phase expense can be capitalised only an entity can demonstrate all of the following:
(i) the technical feasibility of completing the intangible asset so that it will be available for use or sale;
(ii) its intention to complete the intangible asset and use or sell it;
(iii) its ability to use or sell the intangible asset;
(iv) how the intangible asset will generate probable future economic benefits. Among other things, the entity can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset;
(v) the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
(vi) its ability to measure reliably the expenditure attributable to the intangible asset during its development.
The development phase expenses that do not meet the above conditions shall be recognised in profit or loss when incurred.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(14) Revenue
Revenue is recognised when control over a service is transferred to the customer at the amount of promised consideration to which the Group is expected to be entitled, excluding those amounts collected on behalf of third parties.
Where the contract contains a variable consideration, the Group estimates the amount of consideration to which it will be entitled in exchange for transferring the promised services to a customer and includes in the transaction price some or all of the variable consideration estimated, such that revenue is only recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur.
Where the contract contains a financing component which provides a significant financing benefit to the customer for more than 12 months, revenue is measured at the present value of the amount receivable, discounted using the discount rate that would be reflected in a separate financing transaction with the customer, and interest income is accrued separately under the effective interest method. Where the contract contains a financing component which provides a significant financing benefit to the Group, revenue recognised under that contract includes the interest expense accreted on the contract liability under the effective interest method. The Group takes advantage of the practical expedient of IFRS 15 and does not adjust the consideration for any effects of a significant financing component if the period of financing is 12 months or less.
Further details of the Group's revenue and other income recognition policies are as follows:
Revenue from underwriting services is recognised when the Group has fulfilled its obligations under the underwriting contract. Depending on contract terms, sponsor fees are recognised progressively over time using a method that depicts the Group's performance, or at a point in time when the service is completed.
Revenue from the securities brokerage services is recognised on the date of the securities transaction.
Revenue from asset management services is recognised when management services are provided in accordance with the asset management contract.
Dividend income is recognised when the Group's right to receive payment has been established.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(14) Revenue (Continued)
When the Group recognises revenue in accordance with the progress of completed services, the part of unconditional receivables that the Group has acquired will be recognised as accounts receivables, and the rest will be recognised as contract assets. The Group identifies loss allowance on the basis of expected credit losses for accounts receivable and contractual assets; if the Group's received consideration or receivable consideration exceed the completed services, the excess part will be recognised as contractual liabilities. The Group's contractual assets and liabilities under the same contract are shown in net.
(15) Income tax
Income tax comprises current tax and deferred income tax. Current tax is the amount of current income tax payable calculated based on current taxable income. Taxable income is calculated based on the adjustment to the current year pre-tax accounting profit according to the applicable tax laws.
For current income tax liabilities or current income tax assets generated from the current and prior periods, the expected income tax payable or the income tax deduction is calculated according to the applicable tax laws.
The Group measures deferred income tax using balance sheet liability method according to the temporary differences between the carrying amount of an asset or liability at the end of the reporting period and its tax base, and the temporary difference between the carrying amount of an item not recognised as an asset or liability at the end of the reporting period and its tax base.
All taxable temporary differences are recognised as deferred income tax liabilities, except:
(i) The deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable income or deductible expenses; and
(ii) In respect of taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not be reversed in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, unused tax credits carried forward and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which deductible temporary differences, unused tax credits carried forward and unused tax losses can be utilised, except that deferred income tax asset relating to deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable income or deductible expenses.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(15) Income tax (Continued)
Deferred income tax assets and deferred income tax liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of each reporting period and reflect the corresponding tax effect.
The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the deferred income tax asset to be utilised. When it is virtually probable that sufficient taxable income will be available, the reduced amount can be reversed accordingly.
(16) Employee compensation
Employee compensation refers to all forms of consideration and other related expenditure given or incurred by the Group in exchange for services rendered by employees. The benefits payable are recognised as liabilities during the period in which the employees have rendered the services to the Group.
In accordance with the applicable laws and regulations, Chinese Mainland employees of the Group participate in various social insurance schemes including basic pension insurance, medical insurance, unemployment insurance and housing fund schemes administered by the local government authorities. Contributions to these schemes are recognised in profit or loss as incurred.
All eligible employees outside Chinese Mainland participate in the respective local defined contribution schemes. The Group contributes to these defined contribution schemes based on the requirements of the local regulatory bodies. The Group and its employees pay corporate annuities in accordance with the relevant PRC regulations.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(17) Government grants
Government grants are recognised at their fair value where there is reasonable assurance that the grant will be received and all the attaching conditions will be complied with. Where the Group receives grants of monetary assets, the grants are recorded at the amount received or receivable. Where the Group receives grants of non-monetary assets, the grants are recorded at the fair value of the non-monetary assets. When fair value cannot be reliably measured, they are recognised at nominal amount.
Government grants for purchasing, building or other development of long-term assets regulated in government documents are recognised as government grants related to assets. Judgments should be made based on the necessary basic conditions for obtaining the government grants when government documents are unclearly stated. Government grants with purchasing, building or other development of long-term assets as basic condition are recognised as government grants related to assets, and the remaining type of grants are recognised as related to income.
Government grants related to income which are to compensate relevant expenditures or losses in future periods are recognised as deferred income and released to profit or loss during the period when the expense is incurred. Government grants that are to compensate the incurred expenses or losses are recognised into profit or loss directly. Government grants related to assets are recognised as deferred income, and released to profit or loss over the expected useful life of the relevant assets by equal annual instalments. Government grants measured at nominal amount are recorded into profit or loss directly.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(18) Leases
As a lessee
(a) Initial measurement of the right-of-use asset and lease liability
Initial measurement of the right-of-use asset
The right-of-use asset is defined as the right of underlying assets in the lease term for the Group as a lessee. The lease term is defined as the non-cancellable period of the lease for the Group as a lessee.
At the commencement date, a lessee shall measure the right-of-use asset at cost. The cost of the right-of-use asset shall comprise:
(i) the amount of the initial measurement of the lease liability;
(ii) any lease payments made at or before the commencement date, less any lease incentives received;
(iii) any initial direct costs incurred by the lessee; and
(iv) an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
Initial direct costs are defined as incremental costs that would not have been incurred if a lease had not been obtained.
Initial measurement of the lease liability
At the commencement date, a lessee shall measure the lease liability at the present value of the lease payments that are not paid at that date.
The lease payments shall be discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the lessee shall use the lessee's incremental borrowing rate.
The lessee uses as the discount rate the interest rate implicit in the lease — this is the rate of interest that causes the present value of lease payments and the unguaranteed residual value to equal the sum of the fair value of the underlying asset and any initial direct costs of the lessor.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(18) Leases (Continued)
As a lessee (Continued)
(b) Subsequent measurement of the right-of-use asset and lease liability
Subsequent measurement of the right-of-use asset
At the commencement date, the Group as a lessee shall measure the right-of-use asset at cost and apply the depreciation requirements in IAS 16 Property and equipment in depreciating the right-of-use asset. If the lease transfers ownership of the underlying asset to the lessee by the end of the lease term, the lessee shall depreciate the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the lessee shall depreciate the right-of-use asset from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. When the recoverable amount is less than the book value of the right-to-use assets, the Group shall write down its book value to the recoverable amount.
Subsequent measurement of the lease liability
After the commencement date, the Group shall recognise interest on the lease liability in profit or loss. Interest on the lease liability in each period during the lease term shall be the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability.
(c) Recognition of short-term leases and leases for which the underlying asset is of low value
Short-term leases are defined as leases with a lease term of less than 12 months from the commencement date. Leases for which the underlying asset is of low value are defined as underlying assets of low value when new. The right-of-use asset and lease liability are not recognised by the Group for short-term leases and leases for which the underlying asset is of low value. The lessee shall recognise the lease payments associated with those leases as an expense.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(19) Inventories
Inventories are recognised at cost for initial recognition. The cost of inventories comprises all costs of purchase, costs of conversion and other costs.
For transactions involving frequent buying and selling of warehouse receipts to profit from price differences without taking delivery of the underlying physical commodities, the Group, upon initial recognition, elects to measure such warehouse receipts obtained under the aforementioned contractual arrangements at fair value through profit or loss, provided that this eliminates or significantly reduces an accounting mismatch. This election is applied consistently to all warehouse receipts meeting the selection criteria. Once the election to measure a warehouse receipt at fair value through profit or loss has been made upon initial recognition, the Group shall not revoke this election in subsequent periods.
Apart from the above circumstances, other inventories held by the Group are measured at the lower of cost and net realisable value. When net realisable value is lower than the carrying amount, the Group decreases the carrying amount to net realisable value. The decreased amount is recognised in profit or loss and corresponding allowance is made.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion, the estimated costs necessary to make the sale and related taxes.
(20) Impairment of goodwill
The Group assesses goodwill acquired from business combination, no matter there is objective evidence of impairment or not, impairment should be assessed at each annual financial reporting date.
The recoverable amount is the higher of an asset's fair value less costs of disposal and the present value of the estimated future cash flow expected to be derived from the asset. The Group estimates the recoverable amount on the basis of individual asset. When it is difficult to estimate the recoverable amount individually, the recoverable value of the cash generating units to which the asset belongs will be estimated. The recognition of a group of assets shall base on whether the main cash flow generated by the Group of assets is independent from those generated by other assets or groups of assets.
When recoverable amounts of assets or groups of assets are lower than their carrying amounts, the Group decreases their carrying amount to recoverable amount. The decreased amounts are recognised in profit or loss and corresponding allowances are made.
For impairment test of goodwill, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash-generating units, or groups of cash-generating units when being unable to be allocated to each of the cash-generating units. Cash-generating units or groups of cash-generating units refer to those that can benefit from the synergies of the combination and are not larger than the reportable segment determined by the Group.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(20) Impairment of goodwill (Continued)
When performing impairment test for the (groups of) cash-generating unit to which goodwill is allocated, the Group firstly tests the (groups of) cash-generating unit excluding goodwill, calculates the recoverable amount and recognises relevant impairment losses. The Group then tests the (groups of) cash-generating units including goodwill, and compares the carrying amount and recoverable amount. If the carrying amount exceeds the recoverable amount, the amount of impairment loss is firstly deducted from the carrying amount of goodwill allocated to the (groups of) cash-generating unit, and then from the carrying amount of each of other assets (other than goodwill) within the (groups of) cash-generating unit, on a pro rata basis. An impairment loss recognised for goodwill cannot be reversed in subsequent periods.
(21) Related parties
A party is considered to be related to the Group if:
(a) the party is a person or a close family member of that person and that person
(i) has control or joint control over the Group; (ii) has significant influence over the Group; or (iii) is a member of the key management personnel of the Group or of a parent of the Group;
(b) the party is an entity where any of the following conditions applies:
(i) the entity and the Group are members of the same group; (ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow subsidiary of the other entity); (iii) the entity and the Group are joint ventures of the same third party; (iv) one entity is a joint venture of a third entity and other entity is an associate of the third entity; (v) the entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group; (vi) the entity is controlled or jointly controlled by a person identified in (a); or (vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(22) Provisions and contingencies
The obligation pertinent to contingencies shall be recognised as provisions when the following conditions are satisfied concurrently:
(i) the obligation is a present obligation of the Group;
(ii) the obligation is probable to cause a future outflow of resources from the Group as a result of performance of the obligation; and
(iii) the amount of the obligation can be reliably measured.
The amount of a provision is initially measured in accordance with the best estimate of the necessary expenses for the performance of the current obligation. To determine the best estimate, the Group takes into full consideration of risks, uncertainty, time value of money and other factors pertinent to the contingencies. The Group reviews the book value of the provisions at the end of the reporting period. If there is substantial evidence that the amount of provisions cannot actually reflect the current best estimate, the Group will adjust the amount in accordance with the current best estimate.
A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity; or, a present obligation that arises from past events but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or the amount of the obligation cannot be measured with sufficient reliability.
(23) Non-current assets held for sale
Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, and non-current assets are not depreciated or amortised. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognised.
An impairment loss is recognised for any initial or subsequent write-down of the asset to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the non-current asset is recognised at the date of derecognition.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(24) Perpetual bonds
Perpetual bonds issued by the Group, which satisfied with the following criteria are classified as equity instruments:
(i) Financial instruments exclude those are settled on a net basis in cash (or other financial assets);
(ii) Financial instruments must or can be settled on own equity: (a) For non-derivative contracts, they exclude those are settled gross by delivery of a variable number of own shares; (b) Derivative contracts that result in the delivery of a fixed amount of cash or other financial assets for a fixed number of an entity’s own equity instruments.
Dividends for the perpetual bonds, which are classified as equity instruments, are accounted for as profit distribution.
(25) Profit distribution
After-tax profit for the year is firstly applied to make up for the losses of previous years. Secondly, the Company sets aside 10% of after-tax profit for a statutory reserve under surplus reserves, 10% of after-tax profit for a general risk reserve under general reserves, and according to the requirements of the CSRC, sets aside 10% of after-tax profit for a transaction risk reserve under general reserves.
4 SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Group’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these judgements assumptions and estimates could result in outcomes that could require an adjustment to the carrying amounts of the assets or liabilities.
(1) Income tax
Determining provisions for income tax requires the Group to estimate the future tax treatment of certain transactions. The Group carefully evaluates tax implications of transactions in accordance with prevailing tax regulations and provides for taxes accordingly. In addition, deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilised. This requires significant judgement of the tax treatments of certain transactions and significant estimation of the probability that adequate future taxable profits will be available for the deferred income tax assets to be recovered.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
4 SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES (Continued)
(2) Fair value of financial instruments
If the market for a financial instrument is not active, the Group estimates fair value by using a valuation technique. Valuation techniques include using recent prices in arm's length market transactions between knowledgeable and willing parties, if available, reference to the current fair value of another instrument that is substantially the same, or discounted cash flow analyses and option pricing models. To the extent practicable, valuation technique makes the maximum use of observable market inputs. However, where observable market inputs are not available, management needs to make estimates and use alternatives on such unobservable market inputs.
(3) Consolidation of structured entities
Management makes significant judgment on whether the Group controls and therefore is required to consolidate its structured entities. The decision outcome impacts the financial and operational results of the Group.
When assessing control, the Group considers: 1) the level of power of the Group over the investee; 2) variable returns gained through participation of relevant activities of the investee; and 3) the ability of the Group in using its power over the investee to affect its return.
When assessing the level of power over the structured entities, the Group considers the following four aspects:
(i) the degree of participation when establishing the structured entities;
(ii) contractual arrangements;
(iii) activities that take place only at special occasions or events;
(iv) commitments made to the investee from the Group.
When assessing whether there is control over the structured entities, the Group also considers whether it's acting as a principal or as an agent. Aspects of considerations normally include the decision-making power over the structured entities, substantive rights enjoyed by the other third parties, level of reward to the Group, and exposure to variable risks and returns from owning other benefits of the structured entities.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
4 SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES (Continued)
(4) Measurement of the expected credit loss allowance
Expected credit loss measurement
The measurement of the expected credit loss allowance for debt instruments measured at amortised cost and FVOCI is an area that requires the use of models and assumptions about future economic conditions and credit behaviour of the client (such as the likelihood of customers defaulting and the resulting losses).
A number of significant judgements are also required in applying the accounting requirements for measuring expected credit losses (ECL), such as:
- Determining criteria for significant increase in credit risk, definition of default and credit impairment;
- Choosing appropriate models and assumptions for the measurement of ECL;
- Projection of macroeconomic variables for forward-looking scenarios.
Inputs, assumptions and estimation techniques
The Group assesses ECL after taking into consideration of forward looking factors. For debt securities investments, ECL are the discounted product of the Probability of Default ("PD"), Exposure at Default ("EAD"), and Loss Given Default ("LGD"). For margin accounts, stock-pledged reverse repurchase agreements, ECL are the discounted product of the EAD and Loss Ratio ("LR").
Forward-looking information incorporated in the ECL model
A pervasive concept in measuring ECL in accordance with IFRS 9 is that it should consider forward-looking information. The assessment of significant increase in credit risk and the calculation of ECL both incorporated forward-looking information. The Group has performed historical data and identified the key economic variables impacting credit risk and ECL for each financial instrument portfolio. These economic variables and their associated impact on the PD vary by product type. The impact of these economic variables on the PD has been determined by performing statistical regression analysis to understand the impact changes in these variables have had historically on default rates.
Details of the significant accounting judgements and estimates above please refer to Note 63.2.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
4 SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES (Continued)
(5) Classification of financial assets
When the Group determines the classification of financial assets, a number of significant judgements in the business model and the contractual cash flow characteristics of the financial assets are required.
Factors considered by the Group in determining the business model for a group of financial assets include past experience on how the cash flows for these assets were collected, how the asset’s performance is evaluated and reported to key management personnel, how risks are assessed and managed and how managers are compensated.
When the Group assesses whether the contractual cash flows of the financial assets are consistent with basic lending arrangements, the main judgements are described as below: whether the principal amount may change over the life of the financial asset (for example, if there are prepayments); whether the interest includes only consideration for the time value of money, credit risk, other basic lending risks and a profit margin and cost, associated with holding the financial asset for a particular period of time.
5 SEGMENT REPORTING
Information reported to the Board of Directors, being the chief operating decision maker (hereinafter refer to as the “CODM”) of the Company, for the purposes of resource allocation and assessment of segment performance focuses on the nature of products sold and services provided by the Group, which is also consistent with the Group’s basis of organisation, whereby the businesses are organised and managed separately as individual strategic business units that offer different products and serve different markets. Segment information is measured in accordance with the accounting policies and measurement criteria adopted by each segment when reporting to CODM, which are consistent with the accounting and measurement criteria in the preparation of the consolidated financial statements. The inter-segment revenue and expenses arising from internal use of funds are determined by internal transfer price.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
5 SEGMENT REPORTING (Continued)
Specifically, the Group's reportable and operating segments are as follows:
(a) The Wealth and Asset Management segment primarily includes services such as securities brokerage, financial products distribution, investment advisory services, margin financing and securities lending, futures business, and asset management services;
(b) The Investment Banking and Alternative Investment segment includes equity underwriting and sponsorship, bond underwriting, financial advisory services, corporate diversified solutions, and alternative investment businesses;
(c) The Institutional and Sales Trading segment consists of proprietary investments, client-driven businesses, market-making activities, research services, and custody services. Proprietary investments involve trading in equities, fixed income, commodities, and foreign exchange. Client-driven business includes OTC derivatives and FICC-based client services (Fixed Income, Currencies, and Commodities);
(d) The International and Other Operations segment mainly focuses on international business conducted through overseas subsidiaries and platforms, including securities and futures brokerage, asset management, investment banking, and margin financing operations. Other non-core business activities are also included in this category.
Inter-segment transactions, if any, are conducted with reference to the prices charged to third parties and there was no change in the basis during the year of 2025 and 2024.
Segment profit/loss represents the profit earned/loss incurred by each segment without allocation of income tax expenses. This is the measure reported to CODM for the purposes of resource allocation and performance assessment.
Segment assets/liabilities are allocated to each segment. Inter-segment balances eliminations mainly include amount due from/to another segment arising from activities' carried out by one segment for another segment.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
5 SEGMENT REPORTING (Continued)
The segment information provided to the CODM for the operating segments for the years ended 31 December 2025 and 2024 are as follows:
Operating segment
| Wealth and asset management RMB'000 | Investment banking and alternative investment RMB'000 | Institutional and sales trading RMB'000 | International and other operations RMB'000 | Segment total RMB'000 | Eliminations RMB'000 | Consolidated total RMB'000 | |
|---|---|---|---|---|---|---|---|
| For the year ended 31 December 2025 | |||||||
| Segment revenue and results | |||||||
| Segment revenue and net investment gains | 13,195,015 | 1,540,297 | 8,700,580 | 1,895,567 | 25,331,459 | (489,669) | 24,841,790 |
| Segment other income, gains and losses, net | 278,363 | 19,174 | 127,257 | 222,002 | 646,796 | (11,338) | 635,458 |
| Segment revenue, other income and net gains and losses | 13,473,378 | 1,559,471 | 8,827,837 | 2,117,569 | 25,978,255 | (501,007) | 25,477,248 |
| Segment expenses | (11,457,294) | (894,647) | (4,409,268) | (2,873,114) | (19,634,323) | 42,023 | (19,592,300) |
| Segment results | 2,016,084 | 664,824 | 4,418,569 | (755,545) | 6,343,932 | (458,984) | 5,884,948 |
| Share of results of associates | 678,642 | 80,550 | - | - | 759,192 | - | 759,192 |
| Profit/(loss) before income tax | 2,694,726 | 745,374 | 4,418,569 | (755,545) | 7,103,124 | (458,984) | 6,644,140 |
| Other segment information | |||||||
| Amounts included in the measure of segment profit or loss or segment assets: | |||||||
| Depreciation and amortisation | 404,658 | 42,016 | 52,809 | 258,786 | 758,269 | - | 758,269 |
| Charge for impairment losses | 190,699 | 1,233 | 164,696 | (72,624) | 284,004 | (115) | 283,889 |
| Capital expenditure | 140,756 | - | 28 | 185,254 | 326,038 | - | 326,038 |
| As at 31 December 2025 | |||||||
| Segment assets and liabilities | |||||||
| Segment assets | 221,917,801 | 10,072,968 | 211,596,752 | 65,375,468 | 508,962,989 | (22,087,002) | 486,875,987 |
| Segment liabilities | 161,144,517 | 516,036 | 142,294,456 | 102,768,882 | 406,723,891 | (2,536,729) | 404,187,162 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
5 SEGMENT REPORTING (Continued)
Operating segment (Continued)
| Wealth and asset management RMB'000 | Investment banking and alternative investment RMB'000 | Institutional and sales trading RMB'000 | International and other operations RMB'000 | Segment total RMB'000 | Eliminations RMB'000 | Consolidated total RMB'000 | |
|---|---|---|---|---|---|---|---|
| For the year ended 31 December 2024 | |||||||
| Segment revenue and results | |||||||
| Segment revenue and net investment gains | 10,542,202 | 1,430,730 | 7,096,353 | 5,464,769 | 24,534,054 | (4,200,562) | 20,333,492 |
| Segment other income, gains and losses, net | 134,292 | 60,923 | 7,618 | 130,039 | 332,872 | (772) | 332,100 |
| Segment revenue, other income and net gains and losses | 10,676,494 | 1,491,653 | 7,103,971 | 5,594,808 | 24,866,926 | (4,201,334) | 20,665,592 |
| Segment expenses | (9,716,055) | (982,626) | (4,227,476) | (5,575,962) | (20,502,119) | 3,037,704 | (17,464,415) |
| Segment results | 960,439 | 509,027 | 2,876,495 | 18,846 | 4,364,807 | (1,163,630) | 3,201,177 |
| Share of results of associates | (20,647) | (33,186) | - | 511,910 | 458,077 | - | 458,077 |
| Profit/(loss) before income tax | 939,792 | 475,841 | 2,876,495 | 530,756 | 4,822,884 | (1,163,630) | 3,659,254 |
| Other segment information | |||||||
| Amounts included in the measure of segment profit or loss or segment assets: | |||||||
| Depreciation and amortisation | 438,594 | 45,185 | 55,872 | 259,656 | 799,307 | - | 799,307 |
| Charge for impairment losses | 577,313 | 20,977 | 66,740 | 10,984 | 676,014 | - | 676,014 |
| Capital expenditure | 443,953 | 100,061 | 8,259 | 849,026 | 1,401,299 | - | 1,401,299 |
| As at 31 December 2024 | |||||||
| Segment assets and liabilities | |||||||
| Segment assets | 180,206,863 | 9,817,264 | 184,279,888 | 69,979,507 | 444,283,522 | (26,547,147) | 417,736,375 |
| Segment liabilities | 131,360,199 | 737,428 | 123,530,858 | 88,317,429 | 343,945,914 | (7,609,355) | 336,336,559 |
The Group's non-current assets are mainly located in the PRC (country of domicile). The Group's revenue is substantially derived from its operations in the PRC.
The Group has no single customer which contributes to 10 percent or more of the Group's revenue for the years ended 31 December 2025 and 2024.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
6 COMMISSION AND FEE INCOME
| Year ended 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Commission on securities broking, dealing and handling fee income | 3,139,177 | 2,219,315 |
| Commission on futures and options contracts broking, dealing and handling fee income | 5,311,491 | 4,667,838 |
| Asset and fund management fee income | 1,431,835 | 1,402,031 |
| Underwriting, sponsors and financial advisory fee income | 1,612,628 | 1,250,686 |
| Consultancy fee income | 84,593 | 82,558 |
| Other | 409,580 | 365,717 |
| Total | 11,989,304 | 9,988,145 |
The major business types of commission and fee income from customers are as follows:
(1) Brokerage
The Group provides broking, dealing and handling services for securities, futures and options contracts. Commission income is recognised at a point in time on the execution date of the trades at a certain percentage of the transaction value of the trades executed.
(2) Asset management
The Group provides asset management service on diversified and comprehensive investment products to customers. The customers simultaneously receive and consume the benefit provided by the Group, hence the revenue is recognised as a performance obligation satisfied over time. For some products, the Group may also be entitled to a performance fee when meeting certain criteria for the relevant performance period and it is recognised at the end of the relevant performance period, when it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur and when the uncertainty associated with the variable consideration is subsequently resolved.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
6 COMMISSION AND FEE INCOME (Continued)
(3) Investment Banking
The Group provides placing, underwriting or sub-underwriting services to customers for their fund raising activities in equity and debt capital markets, and structured products arrangement services. Revenue is recognised at a point in time when the relevant placing, underwriting, sub-underwriting or structured products arrangement activities are completed. The Group also provides sponsoring services to clients for their fund raising activities and corporate advisory services to corporate clients for their corporate actions. The revenue is recognised over time.
Most contracts with customers have original expected duration of less than one year and therefore information about their remaining performance obligations is not disclosed.
7 INTEREST INCOME
| Year ended 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Interest income from advances to customers | 1,333,041 | 1,115,523 |
| Interest income from reverse repurchase agreements | 110,678 | 97,176 |
| Interest income from deposits with exchanges and financial institutions | 1,977,692 | 1,524,216 |
| Interest income from debt instruments measured at amortised cost | 47,567 | 47,720 |
| Interest income from debt instruments at FVOCI | 2,657,814 | 2,773,761 |
| Other interest income | 187 | 479 |
| Total | 6,126,979 | 5,558,875 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
8 NET INVESTMENT GAINS
| Year ended 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Net realised gains from disposal of debt instruments at FVOCI | 1,299,715 | 2,344,206 |
| Net realised gains from disposal of financial assets at FVTPL | 3,304,474 | 2,270,774 |
| Net realised losses arising from financial liabilities at FVTPL | (34,355) | (898,989) |
| Net realised losses from disposal of subsidiaries and associates | (1,057) | (18,900) |
| Net realised losses arising from derivative financial instruments | (544,888) | (1,193,464) |
| Dividend income from equity instruments at FVOCI | ||
| - relating to investments derecognised during the year | 59,214 | 12,020 |
| - relating to investments held at the end of the reporting period | 1,245,064 | 668,308 |
| Dividend income and interest income from financial assets at FVTPL | 1,992,838 | 2,192,214 |
| Unrealised fair value change of financial assets at FVTPL | 114,506 | 574,952 |
| Unrealised fair value change of financial liabilities at FVTPL | 257,789 | (80,310) |
| Unrealised fair value change of derivative financial instruments | (816,571) | (944,676) |
| Other | (151,222) | (139,663) |
| Total | 6,725,507 | 4,786,472 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
9 OTHER INCOME, GAINS AND LOSSES, NET
| Year ended 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Government grants | 137,517 | 165,321 |
| Foreign exchange gains/losses, net | 264,925 | 59,525 |
| Rental income | 2,107 | 5,647 |
| Other | 230,909 | 101,607 |
| Total | 635,458 | 332,100 |
10 DEPRECIATION AND AMORTISATION
| Year ended 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Depreciation of property and equipment | 258,310 | 281,948 |
| Depreciation of right-of-use assets | 347,914 | 359,821 |
| Depreciation of investment properties | 437 | 1,467 |
| Amortisation of other intangible assets | 151,608 | 156,071 |
| Total | 758,269 | 799,307 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
11 STAFF COSTS
| Year ended 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Salaries, bonus and allowances | 4,441,593 | 4,059,924 |
| Social welfare | 840,360 | 849,172 |
| Contributions to annuity schemes | 246,411 | 122,631 |
| Total | 5,528,364 | 5,031,727 |
Note: The domestic employees of the Group in the PRC participate in state-managed retirement benefit schemes operated by the respective local government in the PRC. Apart from participating in various defined contribution retirement benefit plans organised by municipal and provincial governments in Mainland China, the Group is also required to make monthly contributions to annuity schemes at fixed rates of the employees' salary and bonus for the period. The Group's contributions to these pension plans are charged to profit or loss in the period to which they relate.
12 COMMISSION AND FEE EXPENSES
| Year ended 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Securities and futures broking and dealing expenses | 5,534,655 | 4,376,159 |
| Underwriting, sponsors and financial advisory fee expenses | 110,994 | 82,401 |
| Other service expenses | 132,580 | 94,882 |
| Total | 5,778,229 | 4,553,442 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
13 INTEREST EXPENSES
| Year ended 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Debt securities issued | 1,862,818 | 1,933,895 |
| Repurchase agreements | 1,659,393 | 1,515,037 |
| Placements from banks and financial institutions | 672,236 | 501,665 |
| Accounts payable to brokerage clients | 580,637 | 84,673 |
| Short-term debt instruments | 104,550 | 80,810 |
| Borrowings | 65,625 | 87,539 |
| Lease liabilities | 28,102 | 33,926 |
| Total | 4,973,361 | 4,237,545 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
14 OTHER OPERATING EXPENSES
| Year ended 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Products distribution expenses | 428,822 | 431,463 |
| Electronic equipment operating expenses | 418,833 | 371,702 |
| Administrative expenses | 250,650 | 259,003 |
| Communication expenses | 227,452 | 255,322 |
| Sundry expenses | 201,491 | 200,251 |
| Stock exchange management fees | 181,067 | 137,772 |
| Advisory expenses | 106,391 | 118,173 |
| Tax and surcharges | 103,249 | 86,588 |
| Business travel expenses | 94,026 | 110,866 |
| Securities and futures investor protection funds | 70,141 | 56,431 |
| Entertainment expenses | 59,176 | 70,810 |
| Donation | 29,364 | 23,950 |
| Auditor's remuneration | 9,453 | 11,378 |
| Short-term leases and low value assets rental expenses | 8,294 | 10,835 |
| Other | 81,779 | 21,836 |
| Total | 2,270,188 | 2,166,380 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
15 IMPAIRMENT LOSSES UNDER EXPECTED CREDIT LOSS MODEL, NET OF REVERSAL
| Year ended 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Expected credit losses in respect of | ||
| - Reverse repurchase agreements | 116,949 | 387,807 |
| - Advances to customers | 60,518 | 732 |
| - Accounts receivable and other receivables | (56,571) | 3,271 |
| - Debt instruments at FVOCI | 162,468 | 69,509 |
| - Debt instruments measured at amortised cost | 253 | 9 |
| Total | 283,617 | 461,328 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
16 INCOME TAX EXPENSE
| Year ended 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Current tax: | ||
| – PRC Enterprise Income Tax | 793,232 | 271,943 |
| – Hong Kong Profits Tax | 16,944 | 11,178 |
| Subtotal | 810,176 | 283,121 |
| Adjustments in respect of current income tax in relation to prior years: | ||
| – PRC Enterprise Income Tax | 20,959 | 11,326 |
| – Hong Kong Profits Tax | (384) | – |
| Subtotal | 20,575 | 11,326 |
| Deferred tax | 179,737 | 14,360 |
| Total | 1,010,488 | 308,807 |
Under the Enterprise Income Tax of the PRC (the "EIT Law") and the Implementation Regulation of the EIT Law, the tax rate of the Group's PRC subsidiaries is 25% for both years.
For the Company's subsidiaries in Hong Kong, Hong Kong Profits Tax has been provided at the rate of 16.5% on the estimated assessable profits for the year.
In 2021, the Organisation for Economic Co-operation and Development published the Global Anti-Base Erosion Model Rules ("Pillar Two model rules") for a new global minimum tax reform applicable to large multinational enterprises. Certain jurisdiction in which the Group operates has implemented Pillar Two income tax legislation based on this framework. As at 31 December 2025, the Group assess there is no impact of the Pillar Two income taxes legislation.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
16 INCOME TAX EXPENSE (Continued)
The income tax expense for the year can be reconciled to the profit before income tax as follows:
| Year ended 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Profit before income tax | 6,644,140 | 3,659,254 |
| Tax at the statutory tax rate of 25% | 1,661,035 | 914,814 |
| Effect of share of results of associates | (146,880) | (152,899) |
| Adjustments for prior years | 20,575 | 11,326 |
| Tax effect of expenses not deductible for tax purpose | 45,853 | 53,926 |
| Tax effect of income not taxable for tax purpose (Note a) | (483,500) | (527,499) |
| Tax effect of deductible temporary differences and tax losses not recognised | 1,162 | 150,576 |
| Utilisation of tax losses previously not recognised | (4,175) | (13,028) |
| Effect of different tax rates of subsidiaries operating in other jurisdictions | (19,166) | (10,234) |
| Other (Note b) | (64,416) | (118,175) |
| Income tax expense for the year | 1,010,488 | 308,807 |
Note a: Income not taxable for tax purpose mainly includes interest income from government bonds. Note b: According to the announcement on corporate income tax policy of perpetual bonds (Announcement No. 64, 2019 of the Ministry of Finance and the State Taxation Administration), when an enterprise issues perpetual bonds that meet specified conditions, the current year distribution attributable to perpetual bond paid by the issuer is allowed to be deducted for the purpose of enterprise income tax computation.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
17 EARNINGS PER SHARE
The calculation of basic earnings per share attributable to the shareholders of the Company is as follows:
| Year ended 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Earnings for the purpose of basic earnings per share: | ||
| Profit for the year attributable to equity holders of the Company | 5,633,560 | 3,350,208 |
| Less: profit attributable to holders of perpetual subordinated bond | (178,478) | (237,500) |
| Subtotal | 5,455,082 | 3,112,708 |
| Number of shares (in thousand): | ||
| Number of issued shares on 1 January | 8,461,915 | 8,463,159 |
| Effect of A share and H share rights issue | – | – |
| Effect of treasury stock (Note 51) | (15,600) | (1,244) |
| Weighted average number of ordinary shares in issue | 8,446,315 | 8,461,915 |
| Basic earnings per share (RMB Yuan) | 0.65 | 0.37 |
There were no potential dilutive ordinary shares in issue during the years ended 31 December 2025 and 2024, thus no diluted earnings per share is presented.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
18 CASH AND BANK BALANCES
| As at 31 December | ||
|---|---|---|
| 2025 | ||
| RMB'000 | 2024 | |
| RMB'000 | ||
| House accounts | 18,220,496 | 19,127,541 |
| including: restricted bank deposits (Note a) | 1,887,727 | 2,095,282 |
| Cash held on behalf of clients (Note b) | 93,733,353 | 83,965,560 |
| Total | 111,953,849 | 103,093,101 |
Cash and bank balances comprise cash on hand and demand deposits which bear interest at the prevailing market rates.
Note a: The restricted bank deposits as of 31 December 2025 and 31 December 2024 included risk reserve bank deposits and margin on notes payable.
Note b: The Group maintains bank accounts to hold customers' deposits arising from normal business transactions. The Group has recognised the corresponding amount in accounts payable to brokerage clients (Note 42).
19 CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise the following:
| As at 31 December | ||
|---|---|---|
| 2025 | ||
| RMB'000 | 2024 | |
| RMB'000 | ||
| Cash and bank balances | 18,216,729 | 19,064,050 |
| Clearing settlement funds | 10,329,962 | 7,741,316 |
| Less: clearing settlement funds of Orient Securities Futures Co., Ltd. | (16,000) | (16,000) |
| bank deposits with original maturity of more than three months | (558,045) | (4,949,409) |
| restricted bank deposits (Note 18) | (1,887,727) | (2,095,282) |
| Total | 26,084,919 | 19,744,675 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
20 CLEARING SETTLEMENT FUNDS
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Clearing settlement funds held with clearing houses for: | ||
| House accounts | 10,329,962 | 7,741,316 |
| Clients | 13,131,520 | 7,435,891 |
| Total | 23,461,482 | 15,177,207 |
21 DEPOSITS WITH EXCHANGES AND FINANCIAL INSTITUTIONS
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Trading deposits | 43,065,784 | 26,331,883 |
| Credit deposits | 83,114 | 42,396 |
| Performance bonds | 1,909,146 | 1,280,086 |
| Total | 45,058,044 | 27,654,365 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
22 DERIVATIVE FINANCIAL INSTRUMENTS
As at 31 December 2025
| | Notional amounts RMB'000 | Fair Value Assets RMB'000 | Liabilities RMB'000 | | --- | --- | --- | --- | | Non-hedging instruments | | | | | - Interest rate derivatives | 2,107,779,808 | 267,291 | 267,032 | | - Equity derivatives | 32,974,437 | 254,599 | 819,301 | | - Credit derivatives | 1,406,160 | 9,650 | 29 | | - Other derivative instruments | 269,626,737 | 7,366,486 | 6,199,901 | | Total | 2,411,787,142 | 7,898,026 | 7,286,263 |
As at 31 December 2024
| | Notional amounts RMB'000 | Fair Value Assets RMB'000 | Liabilities RMB'000 | | --- | --- | --- | --- | | Non-hedging instruments | | | | | - Interest rate derivatives | 1,338,551,370 | 124,547 | 171,786 | | - Equity derivatives | 26,053,504 | 505,745 | 374,465 | | - Credit derivatives | 1,033,000 | 12,472 | 382 | | - Other derivative instruments | 130,541,302 | 1,322,367 | 545,949 | | Total | 1,496,179,176 | 1,965,131 | 1,092,582 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
22 DERIVATIVE FINANCIAL INSTRUMENTS (Continued)
(i) Interest rate swaps, foreign exchange forwards, foreign exchange swaps and foreign exchange options: Daily mark-to-market settlement arrangement was implemented for some transactions of these derivatives. Any gains or losses of the Group's position in these transactions were settled daily.
(ii) Treasury bond futures, commodity futures, gold deferred contracts and standard bond forward: Under the daily mark-to-market settlement arrangement, any gains or losses of the Group's position in these derivatives were settled daily and the corresponding receipts and payments were included in "clearing settlement funds", except that treasury bond futures in Hong Kong market is not under the daily mark-to-market settlement arrangement and is presented in gross.
(iii) Stock index futures: Under the daily mark-to-market settlement arrangement, any gains or losses of the Group's position in stock index futures ("SIF") were settled daily and the corresponding receipts and payments were included in "clearing settlement funds", except that SIF in Hong Kong market is not under the daily mark-to-market settlement arrangement and is presented in gross.
Details of the Group's treasury bond futures, commodity futures, gold deferred contracts and standard bond forward are set out below:
As at 31 December
| 2025 | 2024 | |||
|---|---|---|---|---|
| Notional amount RMB'000 | Fair value RMB'000 | Notional amount RMB'000 | Fair value RMB'000 | |
| Treasury bond futures | 71,319,959 | 6,555 | 50,406,459 | 11,553 |
| Less: settlement | 7,199 | 15,936 | ||
| Net position of treasury bond futures | (644) | (4,383) | ||
| Commodity futures | 29,976,647 | (716,024) | 11,949,734 | 102,489 |
| Less: settlement | (716,024) | 102,489 | ||
| Net position of commodity futures | - | - | ||
| Gold deferred contracts | 347,327 | (1,586) | 14,196 | (89) |
| Less: settlement | (1,586) | (89) | ||
| Net position of gold deferred contracts | - | - | ||
| Standard bond forward | 80,000 | 305 | 260,000 | (192) |
| Less: settlement | 305 | (192) | ||
| Net position of standard bond forward | - | - |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
22 DERIVATIVE FINANCIAL INSTRUMENTS (Continued)
Details of the Group's interest rate swaps are set out below:
As at 31 December
| 2025 | 2024 | |||
|---|---|---|---|---|
| Notional amount RMB'000 | Fair value RMB'000 | Notional amount RMB'000 | Fair value RMB'000 | |
| Interest rate swaps | 2,035,756,976 | (610,892) | 1,285,074,700 | (826,638) |
| Less: settlement | (615,852) | (840,882) | ||
| Net position of interest rate swaps | 4,960 | 14,244 |
Details of the Group's foreign exchange swaps are set out below:
As at 31 December
| 2025 | 2024 | |||
|---|---|---|---|---|
| Notional amount RMB'000 | Fair value RMB'000 | Notional amount RMB'000 | Fair value RMB'000 | |
| Foreign exchange swaps | 82,238,848 | 13,027 | 52,222,313 | 107,980 |
| Less: settlement | 78,911 | 93,026 | ||
| Net position of foreign exchange swap | (65,884) | 14,954 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
22 DERIVATIVE FINANCIAL INSTRUMENTS (Continued)
Details of the Group's foreign exchange options and foreign exchange forward are set out below:
As at 31 December
| 2025 | 2024 | |||
|---|---|---|---|---|
| Notional amount RMB'000 | Fair value RMB'000 | Notional amount RMB'000 | Fair value RMB'000 | |
| Foreign exchange options | 63,359,992 | (3,056) | 9,602,268 | (62,344) |
| Less: settlement | 5,241 | (76) | ||
| Net position of foreign exchange options | (8,297) | (62,268) | ||
| Foreign exchange forward | 2,292,360 | 2,495 | 2,876,689 | 120,921 |
| Less: settlement | 1,792 | - | ||
| Net position of foreign exchange forward | 703 | 120,921 |
Details of the Group's SIF are set out below:
As at 31 December
| 2025 | 2024 | |||
|---|---|---|---|---|
| Notional amount RMB'000 | Fair value RMB'000 | Notional amount RMB'000 | Fair value RMB'000 | |
| SIF | 9,858,231 | (32,420) | 11,411,133 | 61,013 |
| Less: settlement | (32,420) | 61,013 | ||
| Net position of SIF | - | - |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
23 ADVANCES TO CUSTOMERS
| As at 31 December | ||
|---|---|---|
| 2025 | ||
| RMB'000 | 2024 | |
| RMB'000 | ||
| Loans to margin clients | 39,116,256 | 28,060,402 |
| Less: impairment allowance | (73,258) | (12,877) |
| Total | 39,042,998 | 28,047,525 |
The credit facility limits to margin clients are determined by the discounted market value of the collateral securities accepted by the Group.
Loans to margin clients which are secured by the underlying pledged securities and cash collateral are interest bearing. The Group maintains a list of approved stocks for margin lending at a specified loan-to-collateral ratio. Any excess in the lending ratio will trigger a margin call when the customers have to make up the difference.
Advances to customers were secured by the customers' securities and cash collateral, which were pledged to the Group as collateral. The total undiscounted market values of collaterals held in clients' margin accounts in respect of margin financing business amounted to approximately RMB122,643 million as at 31 December 2025 (31 December 2024: RMB87,211 million).
The directors of the Company are of the opinion that the ageing analysis does not give additional value in view of the nature of margin financing business. As a result, no ageing analysis is disclosed.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
23 ADVANCES TO CUSTOMERS (Continued)
The following table shows reconciliation of loss allowances that has been recognised for advances to customers.
| 12m ECL RMB'000 | Lifetime ECL (not credit-impaired) RMB'000 | Lifetime ECL (credit-impaired) RMB'000 | Total RMB'000 | |
|---|---|---|---|---|
| As at 1 January 2025 | 2,599 | 95 | 10,183 | 12,877 |
| – Transfer to lifetime not credit-impaired | (5) | 5 | – | – |
| – Transfer to 12m ECL | 50 | (50) | – | – |
| – Impairment losses recognised/(reversed) | 57,778 | 2,460 | 280 | 60,518 |
| – Write off | – | – | – | – |
| – Foreign exchange differences | (29) | (7) | (101) | (137) |
| As at 31 December 2025 | 60,393 | 2,503 | 10,362 | 73,258 |
| 12m ECL RMB'000 | Lifetime ECL (not credit-impaired) RMB'000 | Lifetime ECL (credit-impaired) RMB'000 | Total RMB'000 | |
| --- | --- | --- | --- | --- |
| As at 1 January 2024 | 2,034 | 430 | 53,436 | 55,900 |
| – Transfer to lifetime not credit-impaired | (1) | 1 | – | – |
| – Transfer to 12m ECL | 429 | (429) | – | – |
| – Impairment losses recognised/(reversed) | 123 | 93 | 516 | 732 |
| – Write off | – | – | (44,171) | (44,171) |
| – Foreign exchange differences | 14 | – | 402 | 416 |
| As at 31 December 2024 | 2,599 | 95 | 10,183 | 12,877 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
24 ACCOUNTS RECEIVABLE
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Accounts receivable from/related to: | ||
| - Clearing house | 1,065,286 | 478,763 |
| - Brokers | 509,903 | 119,404 |
| - Asset management fee and trading seats commission | 400,443 | 295,631 |
| - Advisory and investment banking commission | 179,340 | 86,978 |
| - Other | 332,832 | - |
| Subtotal | 2,487,804 | 980,776 |
| Less: impairment allowance | (15,492) | (7,412) |
| Total | 2,472,312 | 973,364 |
Aging analysis of accounts receivable from the revenue recognition dates is as follows:
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Within 1 year | 2,433,459 | 959,172 |
| Between 1 and 2 years | 32,016 | 4,937 |
| Between 2 and 3 years | 1,944 | 6,490 |
| Over 3 years | 4,893 | 2,765 |
| Total | 2,472,312 | 973,364 |
The normal settlement terms of accounts receivable from clearing house and brokers are within three months after trading date. Trading limits are set for clients. Normal settlement terms of accounts receivable from asset management fee and trading seats commission, advisory and investment banking commission are determined in accordance with the contract terms, usually within three months after the service is provided.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
24 ACCOUNTS RECEIVABLE (Continued)
The following table shows reconciliation of loss allowances that has been recognised for accounts receivable.
| Lifetime ECL (not credit-impaired) RMB'000 | Lifetime ECL (credit-impaired) RMB'000 | Total RMB'000 | |
|---|---|---|---|
| As at 1 January 2025 | 4,314 | 3,098 | 7,412 |
| – Impairment losses recognised | 5,338 | 2,648 | 7,986 |
| – Foreign exchange differences | (40) | (32) | (72) |
| – Others | 166 | – | 166 |
| As at 31 December 2025 | 9,778 | 5,714 | 15,492 |
| Lifetime ECL (not credit-impaired) RMB'000 | Lifetime ECL (credit-impaired) RMB'000 | Total RMB'000 | |
| --- | --- | --- | --- |
| As at 1 January 2024 | 3,471 | 668 | 4,139 |
| – Impairment losses recognised | 838 | 2,381 | 3,219 |
| – Foreign exchange differences | 5 | 49 | 54 |
| – Others | – | – | – |
| As at 31 December 2024 | 4,314 | 3,098 | 7,412 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
24 ACCOUNTS RECEIVABLE (Continued)
The table below details the credit risk exposures of the Group's accounts receivable, which are subject to ECL assessment.
As at 31 December 2025
| | Lifetime ECL (not credit-impaired) RMB'000 | Lifetime ECL (credit-impaired) RMB'000 | Total RMB'000 | | --- | --- | --- | --- | | Gross carrying amount | 2,478,096 | 9,708 | 2,487,804 |
As at 31 December 2024
| | Lifetime ECL (not credit-impaired) RMB'000 | Lifetime ECL (credit-impaired) RMB'000 | Total RMB'000 | | --- | --- | --- | --- | | Gross carrying amount | 976,399 | 4,377 | 980,776 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
25 REVERSE REPURCHASE AGREEMENTS
| As at 31 December | ||
|---|---|---|
| 2025 | ||
| RMB'000 | 2024 | |
| RMB'000 | ||
| Analysed by collateral type: | ||
| - Stock | 2,647,006 | 3,128,897 |
| - Bonds | 1,147,741 | 3,350,182 |
| - Other | - | 2,470 |
| Subtotal | 3,794,747 | 6,481,549 |
| Less: impairment allowance | (2,456,343) | (2,497,446) |
| Total | 1,338,404 | 3,984,103 |
| Analysed by market: | ||
| - Stock exchange | 2,858,267 | 3,829,101 |
| - Inter-bank market | 936,480 | 2,649,978 |
| - Other | - | 2,470 |
| Less: impairment allowance | (2,456,343) | (2,497,446) |
| Total | 1,338,404 | 3,984,103 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
25 REVERSE REPURCHASE AGREEMENTS (Continued)
The reverse repurchase agreements are those resale agreements that qualified investors entered into with the Group with a commitment to purchase the specified assets at a future date at an agreed price.
The following tables show reconciliation of loss allowances that have been recognised for financial assets (collateralised by stock) held under resale agreements.
| 12m ECL RMB'000 | Lifetime ECL (not credit-impaired) RMB'000 | Lifetime ECL (credit-impaired) RMB'000 | Total RMB'000 | |
|---|---|---|---|---|
| As at 1 January 2025 | – | – | 2,497,446 | 2,497,446 |
| – Impairment losses recognised | – | – | 116,949 | 116,949 |
| – Transfer out | – | – | (158,052) | (158,052) |
| As at 31 December 2025 | – | – | 2,456,343 | 2,456,343 |
| 12m ECL RMB'000 | Lifetime ECL (not credit-impaired) RMB'000 | Lifetime ECL (credit-impaired) RMB'000 | Total RMB'000 | |
| --- | --- | --- | --- | --- |
| As at 1 January 2024 | – | – | 4,889,101 | 4,889,101 |
| – Impairment losses recognised | – | – | 387,807 | 387,807 |
| – Transfer out | – | – | (2,714,462) | (2,714,462) |
| – Write off | – | – | (65,000) | (65,000) |
| As at 31 December 2024 | – | – | 2,497,446 | 2,497,446 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
25 REVERSE REPURCHASE AGREEMENTS (Continued)
The table below details the credit risk exposures of the Group's reverse repurchase agreements, which are subject to ECL assessment.
As at 31 December 2025
| 12m ECL RMB'000 | Lifetime ECL (not credit-impaired) RMB'000 | Lifetime ECL (credit-impaired) RMB'000 | Total RMB'000 | |
|---|---|---|---|---|
| Item | ||||
| – Stock | – | – | 2,647,006 | 2,647,006 |
| – Bonds | 1,147,741 | – | – | 1,147,741 |
| – Other | – | – | – | – |
| Gross carrying amount | 1,147,741 | – | 2,647,006 | 3,794,747 |
As at 31 December 2024
| 12m ECL RMB'000 | Lifetime ECL (not credit-impaired) RMB'000 | Lifetime ECL (credit-impaired) RMB'000 | Total RMB'000 | |
|---|---|---|---|---|
| Item | ||||
| – Stock | – | – | 3,128,897 | 3,128,897 |
| – Bonds | 3,350,182 | – | – | 3,350,182 |
| – Other | 2,470 | – | – | 2,470 |
| Gross carrying amount | 3,352,652 | – | 3,128,897 | 6,481,549 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
26 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Analysed by type: | ||
| - Debt securities (Note a) | 45,379,112 | 38,990,482 |
| - Equity securities | 8,024,055 | 7,142,556 |
| - Funds | 31,604,836 | 22,280,883 |
| - Other investments (Note b) | 25,151,865 | 21,775,410 |
| Total | 110,159,868 | 90,189,331 |
| Analysed as: | ||
| - Listed (Note c) | 37,655,338 | 24,059,150 |
| - Unlisted (Note d) | 72,504,530 | 66,130,181 |
| Total | 110,159,868 | 90,189,331 |
Note a: Debt securities include convertible bonds with contractual terms giving rise to cash flows that are not solely payments of principal and interest on the principal outstanding. Accordingly, they are measured at FVTPL. Note b: Other investments mainly represent investments in perpetual bonds, wealth management products issued by banks and private funds. Note c: Securities and funds traded on stock exchanges are included in the "Listed" category. Note d: The unlisted debt securities and perpetual instruments were traded on inter-bank market.
As at 31 December 2025, the Group's pledged collateral of bonds and funds included in FVTPL amounted to RMB37,975 million (31 December 2024: RMB35,981 million).
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
27 DEBT INSTRUMENTS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Analysed by type: | ||
| - Corporate bonds | 38,115,055 | 32,783,283 |
| - Government bonds | 24,317,267 | 27,245,279 |
| - Medium-term notes | 22,141,356 | 28,529,436 |
| - Bonds issued by commercial banks and other financial institutions | 2,622,460 | 6,415,593 |
| - Bonds issued by policy banks | 712,237 | 5,225,684 |
| - Other debt securities (Note a) | 8,071,597 | 10,320,636 |
| Total | 95,979,972 | 110,519,911 |
| Analysed as: | ||
| - Listed (Note b) | 48,358,579 | 57,438,259 |
| - Unlisted (Note c) | 47,621,393 | 53,081,652 |
| Total | 95,979,972 | 110,519,911 |
Note a: Other debt securities mainly comprise enterprise bonds. Note b: Debt securities traded on stock exchanges are included in the "Listed" category. Note c: The unlisted debt securities were traded on inter-bank market.
As at 31 December 2025, the Group's pledged collateral of bonds included in debt instruments at FVOCI in connection with its repurchase agreements and securities borrowing amounted to RMB33,315 million (31 December 2024: RMB50,283 million) and RMB13,239 million (31 December 2024: RMB10,393 million), respectively.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
27 DEBT INSTRUMENTS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME (Continued)
The following table shows reconciliation of loss allowances that have been recognised for debt instruments at FVOCI.
| 12m ECL RMB'000 | Lifetime ECL (not credit-impaired) RMB'000 | Lifetime ECL (credit-impaired) RMB'000 | Total RMB'000 | |
|---|---|---|---|---|
| As at 1 January 2025 | 78,701 | – | 164,604 | 243,305 |
| – Transfer to lifetime not credit-impaired | – | – | – | – |
| – Transfer to lifetime credit-impaired | – | – | – | – |
| – Impairment losses recognised/(reversed) | (49,464) | – | 211,932 | 162,468 |
| – Foreign exchange differences | (262) | – | – | (262) |
| As at 31 December 2025 | 28,975 | – | 376,536 | 405,511 |
| 12m ECL RMB'000 | Lifetime ECL (not credit-impaired) RMB'000 | Lifetime ECL (credit-impaired) RMB'000 | Total RMB'000 | |
| --- | --- | --- | --- | --- |
| As at 1 January 2024 | 21,694 | – | 152,428 | 174,122 |
| – Impairment losses recognised | 56,958 | – | 12,551 | 69,509 |
| – Write off | – | – | (375) | (375) |
| – Foreign exchange differences | 49 | – | – | 49 |
| As at 31 December 2024 | 78,701 | – | 164,604 | 243,305 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
27 DEBT INSTRUMENTS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME (Continued)
The table below details the credit risk exposures of the Group's debt instruments at FVOCI, which are subject to ECL assessment.
As at 31 December 2025
| 12m ECL RMB'000 | Lifetime ECL (not credit-impaired) RMB'000 | Lifetime ECL (credit-impaired) RMB'000 | Total RMB'000 | |
|---|---|---|---|---|
| Gross carrying amount | 95,057,809 | – | 500,758 | 95,558,567 |
As at 31 December 2024
| 12m ECL RMB'000 | Lifetime ECL (not credit-impaired) RMB'000 | Lifetime ECL (credit-impaired) RMB'000 | Total RMB'000 | |
|---|---|---|---|---|
| Gross carrying amount | 110,538,350 | – | 224,716 | 110,763,066 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
28 EQUITY INSTRUMENTS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
| As at 31 December | ||
|---|---|---|
| 2025 | ||
| RMB'000 | 2024 | |
| RMB'000 | ||
| Analysed by type: | ||
| - Equity securities (Note a) | 15,969,244 | 10,847,983 |
| - Perpetual instruments (Note b) | 13,245,692 | 7,669,118 |
| - Others | 3,352,900 | 1,117,499 |
| Total | 32,567,836 | 19,634,600 |
| Analysed as: | ||
| - Listed (Note c) | 22,367,205 | 13,037,514 |
| - Unlisted (Note d) | 10,200,631 | 6,597,086 |
| Total | 32,567,836 | 19,634,600 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
28 EQUITY INSTRUMENTS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME (Continued)
Note a: The above equity investments include those ordinary shares of the entities listed on the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the Beijing Stock Exchange and the Hong Kong Stock Exchange and those equity securities traded on National Equities Exchange and Quotations (the "NEEQ"). These investments are not held for trading, instead, they are held for long-term strategic purposes. The Group has elected to designate these investments in equity instruments as at FVOCI as it believes that recognising short-term fluctuations in these investments' fair value in profit or loss would not be consistent with the Group's strategy of holding these investments for long-term purposes and realising their performance potential in the long run.
Besides, some of the above equity investments represent the Group's equity interests in private entities established in the PRC. The directors of the Company have elected to designate these investments in equity instruments as at FVOCI for the strategy of holding these investments for long-term purposes.
In the current year, the Group disposed of certain investments in equity securities traded on the equity investments listed on stock exchanges as these investments no longer meet the investment objective of the Group.
Note b: Those perpetual instruments are equity instruments which are not held for trading. Instead, they are held for long-term strategic purposes. The Group has elected to designate these perpetual instruments as at FVOCI as it believes that recognising short-term fluctuations in these investments' fair value in profit or loss would not be consistent with the Group's strategy of holding these investments for long-term purposes and realising their dividend income in the long run.
Note c: Securities traded on stock exchanges are included in the "Listed" category.
Note d: The unlisted perpetual instruments were traded on inter-bank market.
As at 31 December 2025, the Group's pledged collateral of securities included in equity instruments at FVOCI amounted to RMB13,149 million (31 December 2024: RMB4,739 million).
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
29 DEBT INSTRUMENTS MEASURED AT AMORTISED COST
| As at 31 December | ||
|---|---|---|
| 2025 | ||
| RMB'000 | 2024 | |
| RMB'000 | ||
| Analysed by type: | ||
| - Government bonds | 957,658 | 957,620 |
| - Bonds issued by commercial banks and other financial institutions | 440,662 | 440,548 |
| - Other debt securities (Note a) | 185,747 | 188,808 |
| Less: impairment allowance | (324) | (71) |
| Total | 1,583,743 | 1,586,905 |
| Analysed as: | ||
| - Listed (Note b) | 1,143,080 | 1,146,357 |
| - Unlisted (Note c) | 440,663 | 440,548 |
| Total | 1,583,743 | 1,586,905 |
Note a: Other debt securities mainly comprise bonds issued by corporates. Note b: The debt securities traded on stock exchanges are included in the "Listed" category. Note c: The unlisted debt securities were traded on inter-bank market.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
29 DEBT INSTRUMENTS MEASURED AT AMORTISED COST (Continued)
The following table shows reconciliation of loss allowances that has been recognised for debt instruments measured at amortised cost.
| 12m ECL RMB'000 | Lifetime ECL (not credit-impaired) RMB'000 | Lifetime ECL (credit-impaired) RMB'000 | Total RMB'000 | |
|---|---|---|---|---|
| As at 1 January 2025 | 71 | – | – | 71 |
| – Impairment losses recognised | 253 | – | – | 253 |
| As at 31 December 2025 | 324 | – | – | 324 |
| 12m ECL RMB'000 | Lifetime ECL (not credit-impaired) RMB'000 | Lifetime ECL (credit-impaired) RMB'000 | Total RMB'000 | |
| --- | --- | --- | --- | --- |
| As at 1 January 2024 | 62 | – | – | 62 |
| – Impairment losses recognised | 9 | – | – | 9 |
| As at 31 December 2024 | 71 | – | – | 71 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
29 DEBT INSTRUMENTS MEASURED AT AMORTISED COST (Continued)
The table below details the credit risk exposures of the Group's debt instruments measured at amortised cost, which are subject to ECL assessment:
As at 31 December 2025
| 12m ECL RMB'000 | Lifetime ECL (not credit-impaired) RMB'000 | Lifetime ECL (credit-impaired) RMB'000 | Total RMB'000 | |
|---|---|---|---|---|
| Gross carrying amount | 1,584,067 | - | - | 1,584,067 |
As at 31 December 2024
| 12m ECL RMB'000 | Lifetime ECL (not credit-impaired) RMB'000 | Lifetime ECL (credit-impaired) RMB'000 | Total RMB'000 | |
|---|---|---|---|---|
| Gross carrying amount | 1,586,976 | - | - | 1,586,976 |
As at 31 December 2025, the Group pledged bonds included in debt instruments measured at amortised cost as collateral in connection with its repurchase agreements amounting to RMB1,574 million (31 December 2024: RMB1,398 million).
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
30 INVESTMENTS IN ASSOCIATES
| As at 31 December | ||
|---|---|---|
| 2025 | ||
| RMB'000 | 2024 | |
| RMB'000 | ||
| Cost of unlisted investments in associates | 2,149,230 | 2,337,290 |
| Share of post-acquisition profits and other comprehensive income, net of dividends received | 4,449,141 | 4,199,279 |
| Less: impairment allowance (Note a) | (408,717) | (408,446) |
| Total | 6,189,654 | 6,128,123 |
Note a: The impairment allowance of investments in associates as at 31 December 2025 related to two associates invested by the Group. As at 31 December 2025, there were indications of impairment for OCI International Holdings Limited as a result of the continued decline in its share price and the continued losses from operations. The Group performed impairment test for OCI International Holdings Limited by comparing its recoverable amounts with its carrying amount. An accumulated impairment provision of approximately RMB344.48 million was made as at 31 December 2025.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
30 INVESTMENTS IN ASSOCIATES (Continued)
At the end of each reporting period, the Group had the following principal associates accounted for using the equity method:
| Name of associates | Place and date of establishment | Equity interest held by the Group as at 31 December | ||
|---|---|---|---|---|
| 2025 | 2024 | Principal activities | ||
| 匯添富基金管理股份有限公司 | ||||
| China Universal Asset Management | ||||
| Company Limited ("China Universal") | PRC | |||
| 3 February 2005 | 35.41% | 35.41% | Fund management |
- English translated names are for identification purpose only.
The summarised consolidated financial information of China Universal, which is an individually significant associate to the Group that is accounted for using equity method, prepared in accordance with IFRS Accounting Standards, is set out below:
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
30 INVESTMENTS IN ASSOCIATES (Continued)
China Universal
| As at 31 December | ||
|---|---|---|
| 2025 | ||
| RMB'000 | 2024 | |
| RMB'000 | ||
| Total assets | 16,171,699 | 14,352,665 |
| Total liabilities | 4,656,447 | 3,575,013 |
| Net assets | 11,515,252 | 10,777,652 |
| Year ended 31 December | ||
| --- | --- | --- |
| 2025 | ||
| RMB'000 | 2024 | |
| RMB'000 | ||
| Total revenue | 5,657,852 | 4,827,633 |
| Profit for the year | 1,421,247 | 1,547,141 |
| Other comprehensive income | (14,809) | 11,316 |
| Total comprehensive income | 1,406,438 | 1,558,457 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
30 INVESTMENTS IN ASSOCIATES (Continued)
China Universal (Continued)
Reconciliation of the above consolidated financial information to the carrying amount of the interest in above associate recognised in the consolidated financial statements:
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Equity attributable to equity holders of the associate | 11,515,252 | 10,777,652 |
| Proportion of equity interests held by the Group | 35.41% | 35.41% |
| Carrying amount | 4,077,550 | 3,816,237 |
Aggregate information of associates that are not individually material:
| Year ended 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| The Group’s share of profits/(losses) | 255,928 | (89,777) |
| The Group’s share of other comprehensive income | (946) | (9,958) |
| The Group’s share of total comprehensive income | 254,982 | (99,735) |
| As at 31 December | ||
| --- | --- | --- |
| 2025 RMB'000 | 2024 RMB'000 | |
| Aggregate carrying amount of the Group’s interests in these associates | 2,112,104 | 2,311,887 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
31 INTERESTS IN UNCONSOLIDATED STRUCTURED ENTITIES
31.1 Structured entities set up and managed by the Group
The Group served as the investment manager of structured entities (including mutual funds, asset management schemes and limited partnerships), therefore had power over them during the years ended 31 December 2025 and 2024. Except for the structured entities the Group has consolidated as disclosed in Note 36, based on management assessment, these structured entities are not controlled by the Group. The Group therefore did not consolidate these structured entities.
The total net assets of unconsolidated mutual funds, asset management schemes and limited partnerships set up and managed by the Group amounted to RMB319,430 million as at 31 December 2025 (31 December 2024: RMB247,085 million). The relating asset and fund management fee income for the year ended 31 December 2025 amounted to RMB1,432 million (31 December 2024: RMB1,402 million). The Group classified the investments in unconsolidated mutual funds, asset management schemes and limited partnerships as financial assets at FVTPL and investments in associates as at 31 December 2025 and 2024. As at 31 December 2025, the carrying amount of the Group's interests in unconsolidated mutual funds, asset management schemes and limited partnerships were RMB3,770 million (31 December 2024: RMB3,000 million), which approximates the maximum risk exposure of the Group.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
31 INTERESTS IN UNCONSOLIDATED STRUCTURED ENTITIES (Continued)
31.1 Structured entities set up and managed by the Group (Continued)
The table below shows the carrying amount of unconsolidated mutual funds, asset management schemes and limited partnerships in which the Group acted as investment manager and held interests and its maximum exposure to loss in relation to those interests as at 31 December 2025 and 2024.
As at 31 December 2025
| Carrying amount RMB'000 | Maximum loss exposure RMB'000 | |
|---|---|---|
| Financial assets at fair value through profit or loss | 3,435,937 | 3,435,937 |
| Investments in associates | 334,371 | 334,371 |
| Total | 3,770,308 | 3,770,308 |
As at 31 December 2024
| Carrying amount RMB'000 | Maximum loss exposure RMB'000 | |
|---|---|---|
| Financial assets at fair value through profit or loss | 2,392,114 | 2,392,114 |
| Investments in associates | 607,897 | 607,897 |
| Total | 3,000,011 | 3,000,011 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
31 INTERESTS IN UNCONSOLIDATED STRUCTURED ENTITIES (Continued)
31.2 Structured entities set up and managed by third party institutions in which the Group holds an interest
The types of structured entities that the Group does not consolidate but in which it holds an interest mainly include mutual funds, asset management schemes, limited partnerships, trust schemes and wealth management products issued by banks or other financial institutions. The nature and purpose of these structured entities are to generate fees from managing assets on behalf of investors. These vehicles are financed through the issue of units to investors.
The table below shows the carrying amount of unconsolidated mutual funds, asset management schemes, limited partnerships, trust schemes and wealth management products in which the third party acted as investment manager and the Group held interests and its maximum exposure to loss in relation to those interests as at 31 December 2025 and 2024.
As at 31 December 2025
| Carrying amount RMB'000 | Maximum loss exposure RMB'000 | |
|---|---|---|
| Financial assets at fair value through profit or loss | 46,781,122 | 46,781,122 |
| Equity instruments at fair value through other comprehensive income | 3,351,500 | 3,351,500 |
| Investments in associates | 160,860 | 160,860 |
| Total | 50,293,482 | 50,293,482 |
As at 31 December 2024
| Carrying amount RMB'000 | Maximum loss exposure RMB'000 | |
|---|---|---|
| Financial assets at fair value through profit or loss | 37,295,103 | 37,295,103 |
| Investments in associates | 139,920 | 139,920 |
| Total | 37,435,023 | 37,435,023 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
32 RIGHT-OF-USE ASSETS
| Buildings RMB'000 | Motor Vehicles RMB'000 | Total RMB'000 | |
|---|---|---|---|
| Cost | |||
| As at 1 January 2025 | 1,946,205 | 4,155 | 1,950,360 |
| Additions | 307,165 | 325 | 307,490 |
| Deductions | (227,945) | (1,125) | (229,070) |
| Exchange difference | (588) | – | (588) |
| As at 31 December 2025 | 2,024,837 | 3,355 | 2,028,192 |
| Accumulated depreciation | |||
| As at 1 January 2025 | 876,253 | 1,684 | 877,937 |
| Charge for the year | 346,644 | 1,270 | 347,914 |
| Deductions | (157,042) | (887) | (157,929) |
| Exchange difference | (802) | – | (802) |
| As at 31 December 2025 | 1,065,053 | 2,067 | 1,067,120 |
| Carrying amount | |||
| As at 1 January 2025 | 1,069,952 | 2,471 | 1,072,423 |
| As at 31 December 2025 | 959,784 | 1,288 | 961,072 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
32 RIGHT-OF-USE ASSETS (Continued)
| Buildings RMB'000 | Motor Vehicles RMB'000 | Total RMB'000 | |
|---|---|---|---|
| Cost | |||
| As at 1 January 2024 | 1,811,158 | 5,597 | 1,816,755 |
| Additions | 1,052,958 | 6,289 | 1,059,247 |
| Deductions | (918,986) | (7,731) | (926,717) |
| Exchange difference | 1,075 | – | 1,075 |
| As at 31 December 2024 | 1,946,205 | 4,155 | 1,950,360 |
| Accumulated depreciation | |||
| As at 1 January 2024 | 1,255,383 | 4,038 | 1,259,421 |
| Charge for the year | 356,924 | 2,897 | 359,821 |
| Deductions | (736,447) | (5,251) | (741,698) |
| Exchange difference | 393 | – | 393 |
| As at 31 December 2024 | 876,253 | 1,684 | 877,937 |
| Carrying amount | |||
| As at 1 January 2024 | 555,775 | 1,559 | 557,334 |
| As at 31 December 2024 | 1,069,952 | 2,471 | 1,072,423 |
For the year ended 31 December 2025, total cash outflow for leases amounted to RMB383,039 thousand (31 December 2024: RMB412,283 thousand).
In addition, lease liabilities of RMB948,379 thousand were recognised as at 31 December 2025 (31 December 2024: RMB1,058,950 thousand) (Note 48). Interest expenses of lease liabilities are set out in Note 13. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.
As at 31 December 2025 and 2024, the Group did not enter into leases that were not yet commenced.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
33 INVESTMENT PROPERTIES
| As at 31 December | ||
|---|---|---|
| 2025 | ||
| RMB'000 | 2024 | |
| RMB'000 | ||
| Cost | ||
| At beginning of the year | 49,994 | 189,595 |
| Transfer during the year | (39,704) | 4,607 |
| Disposal | - | (144,208) |
| At end of the year | 10,290 | 49,994 |
| Accumulated depreciation | ||
| At beginning of the year | 19,058 | 24,182 |
| Charge for the year | 437 | 1,467 |
| Transfer during the year | (13,640) | 3,192 |
| Disposal | - | (9,783) |
| At end of the year | 5,855 | 19,058 |
| Carrying values | ||
| At beginning of the year | 30,936 | 165,413 |
| At end of the year | 4,435 | 30,936 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
34 PROPERTY AND EQUIPMENT
| Leasehold land and buildings RMB 000 | Electronic and communication equipment RMB 000 | Motor vehicles RMB 000 | Office equipment RMB 000 | Leasehold improvements RMB 000 | Construction in progress RMB 000 | Total RMB 000 | |
|---|---|---|---|---|---|---|---|
| Cost | |||||||
| As at 1 January 2025 | 1,884,009 | 1,216,548 | 35,818 | 157,319 | 737,254 | 772,202 | 4,803,150 |
| Additions | - | 87,390 | 455 | 6,403 | 2,539 | 103,077 | 199,864 |
| Disposals | - | (99,302) | (6,674) | (15,675) | - | - | (121,651) |
| Transfer during the year | 39,704 | 56,434 | - | 2,642 | 46,722 | (113,612) | 31,890 |
| Exchange difference | - | (203) | - | 8 | - | (29) | (224) |
| As at 31 December 2025 | 1,923,713 | 1,260,867 | 29,599 | 150,697 | 786,515 | 761,638 | 4,913,029 |
| Accumulated depreciation | |||||||
| As at 1 January 2025 | 447,189 | 955,934 | 31,605 | 119,575 | 646,651 | - | 2,200,954 |
| Charge for the year | 61,554 | 130,846 | 1,470 | 13,213 | 51,954 | - | 259,037 |
| Transfer during the year | 13,640 | - | - | - | - | - | 13,640 |
| Disposals | - | (94,564) | (6,491) | (14,791) | - | - | (115,846) |
| Exchange difference | - | (162) | - | (73) | 86 | - | (149) |
| As at 31 December 2025 | 522,383 | 992,054 | 26,584 | 117,924 | 698,691 | - | 2,357,636 |
| Carrying values | |||||||
| As at 31 December 2025 | 1,401,330 | 268,813 | 3,015 | 32,773 | 87,824 | 761,638 | 2,555,393 |
| As at 31 December 2024 | 1,436,820 | 260,614 | 4,213 | 37,744 | 90,603 | 772,202 | 2,602,196 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
34 PROPERTY AND EQUIPMENT (Continued)
| Leasehold land and buildings RMB'000 | Electronic and communication equipment RMB'000 | Motor vehicles RMB'000 | Office equipment RMB'000 | Leasehold improvements RMB'000 | Construction in progress RMB'000 | Total RMB'000 | |
|---|---|---|---|---|---|---|---|
| Cost | |||||||
| As at 1 January 2024 | 1,885,041 | 1,177,282 | 39,832 | 158,691 | 701,085 | 765,409 | 4,727,340 |
| Additions | 3,575 | 56,540 | 550 | 6,105 | 9,927 | 78,672 | 155,369 |
| Disposals | - | (59,093) | (4,564) | (9,247) | - | - | (72,904) |
| Transfer during the year | (4,607) | 41,526 | - | 1,731 | 26,242 | (71,925) | (7,033) |
| Exchange difference | - | 293 | - | 39 | - | 46 | 378 |
| As at 31 December 2024 | 1,884,009 | 1,216,548 | 35,818 | 157,319 | 737,254 | 772,202 | 4,803,150 |
| Accumulated depreciation | |||||||
| As at 1 January 2024 | 386,315 | 872,014 | 33,927 | 113,694 | 582,021 | - | 1,987,971 |
| Additions | 64,066 | 140,923 | 2,106 | 14,429 | 64,721 | - | 286,245 |
| Disposals | - | (57,240) | (4,428) | (8,565) | - | - | (70,233) |
| Transfer during the year | (3,192) | - | - | - | - | - | (3,192) |
| Exchange difference | - | 237 | - | 17 | (91) | - | 163 |
| As at 31 December 2024 | 447,189 | 955,934 | 31,605 | 119,575 | 646,651 | - | 2,200,954 |
| Carrying values | |||||||
| As at 31 December 2024 | 1,436,820 | 260,614 | 4,213 | 37,744 | 90,603 | 772,202 | 2,602,196 |
| As at 31 December 2023 | 1,498,726 | 305,268 | 5,905 | 44,997 | 119,064 | 765,409 | 2,739,369 |
The carrying amount of the Group's property and equipment included leasehold interest in land. As the consideration cannot be allocated reliably between non-lease building element and undivided interest in the underlying leasehold land, therefore, the entire property is classified as property and equipment.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
35 OTHER INTANGIBLE ASSETS
| Trading rights RMB'000 | Computer software RMB'000 | Data assets RMB'000 | Total RMB'000 | |
|---|---|---|---|---|
| Cost | ||||
| As at 1 January 2025 | 61,553 | 1,285,100 | 4,272 | 1,350,925 |
| Additions | – | 122,640 | 3,536 | 126,176 |
| Transfer during the year | – | 7,814 | – | 7,814 |
| Disposals | – | (49,488) | – | (49,488) |
| Exchange difference | – | (1,217) | – | (1,217) |
| As at 31 December 2025 | 61,553 | 1,364,849 | 7,808 | 1,434,210 |
| Accumulated depreciation | ||||
| As at 1 January 2025 | 39,810 | 1,038,555 | 167 | 1,078,532 |
| Charge for the year | – | 149,839 | 1,769 | 151,608 |
| Disposals | – | (34,204) | – | (34,204) |
| Exchange difference | – | (360) | – | (360) |
| As at 31 December 2025 | 39,810 | 1,153,830 | 1,936 | 1,195,576 |
| Carrying amount | ||||
| As at 31 December 2025 | 21,743 | 211,019 | 5,872 | 238,634 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
35 OTHER INTANGIBLE ASSETS (Continued)
| Trading rights RMB'000 | Computer software RMB'000 | Data assets RMB'000 | Total RMB'000 | |
|---|---|---|---|---|
| Cost | ||||
| As at 1 January 2024 | 61,553 | 1,147,335 | – | 1,208,888 |
| Additions | – | 140,067 | 4,272 | 144,339 |
| Transfer during the year | – | 2,426 | – | 2,426 |
| Disposals | – | (5,214) | – | (5,214) |
| Exchange difference | – | 486 | – | 486 |
| As at 31 December 2024 | 61,553 | 1,285,100 | 4,272 | 1,350,925 |
| Accumulated depreciation | ||||
| As at 1 January 2024 | 39,810 | 882,354 | – | 922,164 |
| Charge for the year | – | 155,904 | 167 | 156,071 |
| Disposals | – | (125) | – | (125) |
| Exchange difference | – | 422 | – | 422 |
| As at 31 December 2024 | 39,810 | 1,038,555 | 167 | 1,078,532 |
| Carrying amount | ||||
| As at 31 December 2024 | 21,743 | 246,545 | 4,105 | 272,393 |
Trading rights mainly comprise the trading rights in the Shanghai Stock Exchange, the Shenzhen Stock Exchange and the National Equities Exchange and Quotations, where the Group is allowed to trade securities and futures contracts.
Impairment Testing On Trading Rights with Indefinite Useful Lives
The trading rights held by the Group are considered by the directors of the Company as having indefinite useful lives because they are expected to contribute net cash inflows indefinitely. The trading rights will not be amortised until their useful life is determined to be finite. Instead, they will be tested for impairment annually, or whenever there is an indication that they may be impaired.
The respective recoverable amounts of the cash-generating unit relating to brokerage business whereby these trading rights are allocated to, using a value in use calculation, exceed their carrying amounts. Accordingly, the management of the Group determined that there was no impairment of the trading rights as at 31 December 2025 and 2024.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
36 PARTICULARS OF PRINCIPAL SUBSIDIARIES OF THE COMPANY
At the end of each reporting period, the Company has the following subsidiaries comprising the Group:
| Name of subsidiaries | Type of legal entity registered | Place of incorporation/establishment/operations | Equity interest held by the Group as at 31 December | Registered capital as at 31 December 2025 | Principal activities | |
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| 上海莱盛烟富有限公司 | ||||||
| Orient Securities Futures Co., Ltd. (1) | Limited liability company | PRC | 100.00% | 100.00% | RMB5,000,000,000 | Commodity futures brokerage, financial futures brokerage, and futures investment advisory |
| 上海莱祺科技有限公司 | ||||||
| Shanghai Dongqi Technology Co., Ltd. * | Limited liability company | PRC | 100.00% | 100.00% | RMB150,000,000 | Technology Service |
| 莱盛潤和资本管理有限公司 | ||||||
| Orient Runhe Asset Management Co., Ltd. * | Limited liability company | PRC | 100.00% | 100.00% | RMB2,000,000,000 | Equity investment, investment management, and asset management |
| 上海莱方盛养資產管理有限公司 | ||||||
| Orient Securities Asset Management Co., Ltd. (1) | Limited liability company | PRC | 100.00% | 100.00% | RMB300,000,000 | Securities asset management, securities investment, and fund management |
| 上海莱方盛养资本投资有限公司 | ||||||
| Orient Securities Capital Co., Ltd. (1) | Limited liability company | PRC | 100.00% | 100.00% | RMB4,000,000,000 | Private equity investment, bond investment, and related investment advisory |
| 莱方睿義(上海)投资管理有限公司 | ||||||
| Orient Ruiyi (Shanghai) Investment Management Co., Ltd. * | Limited liability company | PRC | 100.00% | 100.00% | RMB455,000,000 | Investment management and investment advisory |
| 莱方翌睿(上海)投资管理有限公司 | ||||||
| Orient Securities Yirui (Shanghai) Investment Management Co., Ltd. * | Limited liability company | PRC | 51.00% | 51.00% | RMB2,000,000 | Investment management, asset management, and industrial investment |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
36 PARTICULARS OF PRINCIPAL SUBSIDIARIES OF THE COMPANY (Continued)
| Name of subsidiaries | Type of legal entity registered | Place of incorporation/establishment/operations | Equity interest held by the Group as at 31 December | Registered capital as at 31 December 2025 | Principal activities | |
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| 東方金融控股(香港)有限公司 | ||||||
| Orient Finance Holdings | ||||||
| (Hong Kong) Limited (1) | Limited liability company | Hong Kong | 100.00% | 100.00% | HKD3,754,078,015 | Investment holding and provision of management services |
| Golden Power Group Limited | Limited liability company | BVI | 100.00% | 100.00% | USD100 | Equity investment and industrial investment |
| 東方證券(香港)有限公司 | ||||||
| ORIENT SECURITIES | ||||||
| (HONG KONG) LIMITED | Limited liability company | Hong Kong | 100.00% | 100.00% | HKD1,000,000,000 | Securities brokerage |
| 東方期貨(香港)有限公司 | ||||||
| ORIENT FUTURES | ||||||
| (HONG KONG) LIMITED | Limited liability company | Hong Kong | 100.00% | 100.00% | HKD100,000,000 | Futures brokerage |
| 東方資產管理(香港)有限公司 | ||||||
| ORIENT ASSET MANAGEMENT | ||||||
| (HONG KONG) LIMITED | Limited liability company | Hong Kong | 100.00% | 100.00% | HKD100,000,000 | Asset management |
| 東方融資(香港)有限公司 | ||||||
| ORIENT CAPITAL | ||||||
| (HONG KONG) LIMITED | Limited liability company | Hong Kong | 100.00% | 100.00% | HKD150,000,000 | Provision of corporate finance advisory services |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
36 PARTICULARS OF PRINCIPAL SUBSIDIARIES OF THE COMPANY (Continued)
| Name of subsidiaries | Type of legal entity registered | Place of incorporation/establishment/operations | Equity interest held by the Group as at 31 December | Registered capital as at 31 December 2025 | Principal activities | |
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| ORIENT ZHISHENG LIMITED (2) | Limited liability company | BVI | 100.00% | 100.00% | USD1 | Special purpose |
| 南京莱恩明医產業投資管理有限公司 | ||||||
| Nanjing Orient Mingzhan Industrial Investment Management Co., Ltd. * | Limited liability company | PRC | 66.00% | 66.00% | RMB10,000,000 | Investment management and advisory |
| 上海莱方恩养創新投資有限公司 | ||||||
| Shanghai Orient Securities Innovation Investment Co., Ltd. (1) * | Limited liability company | PRC | 100.00% | 100.00% | RMB8,500,000,000 | Financial assets investment, securities investment, investment management and advisory |
| 莱方睿信有限公司 | ||||||
| Orient Ruixin Limited | Limited liability company | Hong Kong | 100.00% | 100.00% | HKD10,000 | Equity investment, industrial investment |
| 莱恩國際金融集團有限公司 | ||||||
| Orient Securities International Financial Group Limited | Limited liability company | Hong Kong | 100.00% | 100.00% | HKD2,010,000,000 | Investment holding and provision of management services |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
36 PARTICULARS OF PRINCIPAL SUBSIDIARIES OF THE COMPANY (Continued)
| Name of subsidiaries | Type of legal entity registered | Place of incorporation/establishment/operations | Equity interest held by the Group as at 31 December | Registered capital as at 31 December 2025 | Principal activities | |
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| 東證期貨國際(新加坡)私人有限公司 | ||||||
| Orient Futures International | ||||||
| (Singapore) Pte. Ltd. | Private Company Limited by shares | Singapore | 100.00% | 100.00% | SGD92,000,000 | Foreign exchange brokers and dealers |
| 東證科技(深圳)有限公司 | ||||||
| Orient Securities Technology | ||||||
| (Shenzhen) Co., Ltd. * | Limited liability company | Shenzhen | 100.00% | 100.00% | RMB27,000,000 | Software development service |
| Orient International Investment Products Limited | Limited liability Company | BVI | 100.00% | 100.00% | USD1 | Product investment |
| Orient OAM GP Limited | Limited liability Company | Cayman | 100.00% | 100.00% | USD1 | Special purpose |
| Orient OAM Investment Limited | Limited liability Company | Cayman | 100.00% | 100.00% | USD1 | Special purpose |
- These subsidiaries do not have official English names. English translated names are for identification only. (1) These subsidiaries are directly held by the Company. (2) None of the subsidiaries had issued any debt securities at the end of the year except for ORIENT ZHISHENG LIMITED. The details of the debt securities issued are set out in Note 49. (3) ORIENT CREDIT FINANCE (HONG KONG) LIMITED, ORIENT HONGSHENG LIMITED, ORIENT ZHIHUI LIMITED and ORIENT HUIZHI LIMITED have been liquidated as of 31 December 2025.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
36 PARTICULARS OF PRINCIPAL SUBSIDIARIES OF THE COMPANY (Continued)
Interests in consolidated structured entities
The Group has consolidated certain structured entities including mutual funds, asset management schemes and limited partnerships. For the asset management schemes where the Group involves as manager or as investor, the Group assesses whether the combination of investments it holds together with its remuneration creates exposure to variability of returns from the activities of the structured entities that is of such significance and indicates that the Group is a principal.
The total net assets of the consolidated mutual funds, asset management schemes and limited partnerships amounted to RMB21,707 million as at 31 December 2025 (31 December 2024: RMB11,529 million).
Interests in all consolidated mutual funds, asset management schemes and limited partnerships held by the Group amounted to fair value of RMB21,330 million as at 31 December 2025 (31 December 2024: RMB11,241 million). The Group held no interest in the subordinated tranche of these structured products in 2025 and 2024.
Interests held by other interest holders are included in financial liabilities designated at FVTPL.
37 GOODWILL
Impairment testing on goodwill
For the purpose of impairment testing, goodwill is related to two individual cash-generating units (CGUs), including securities brokerage branches acquired by the Company ("Unit A") and Orient Securities Futures Co., Ltd. acquired by the Company ("Unit B"). The carrying amounts of goodwill as at 31 December 2025 and 2024 relevant to these units are as follows:
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Cost and carrying value | ||
| Unit A – securities brokerage branches | 18,948 | 18,948 |
| Unit B – Orient Securities Futures Co., Ltd. | 13,187 | 13,187 |
| Total | 32,135 | 32,135 |
As at 31 December 2025 and 2024, the Group performed annual goodwill impairment test and determined that there was no impairment of the relevant CGUs as the recoverable amount of the CGUs exceeded their carrying amount respectively.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
38 DEFERRED TAXATION
The following is the analysis of the deferred tax balances for financial reporting purposes:
| As at 31 December | ||
|---|---|---|
| 2025 | ||
| RMB'000 | 2024 | |
| RMB'000 | ||
| Deferred tax assets | 1,433,005 | 1,490,513 |
| Deferred tax liabilities | (84,168) | (218) |
| Total | 1,348,837 | 1,490,295 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
38 DEFERRED TAXATION (Continued)
The following are the major deferred tax assets and liabilities recognised and movements during the years:
| Financial instrument at FVTPL and derivatives RMB'000 | Accrued staff cost RMB'000 | Financial instruments at FVOCI RMB'000 | Allowance for impairment losses RMB'000 | Other RMB'000 | Total RMB'000 | |
|---|---|---|---|---|---|---|
| As at 1 January 2025 | (387,167) | 532,517 | (657,505) | 1,577,992 | 424,458 | 1,490,295 |
| (Charge)/credit to profit or loss | (25,722) | 218,022 | 40,816 | 5,553 | (418,406) | (179,737) |
| (Charge)/credit to other comprehensive income | - | - | 23,428 | - | - | 23,428 |
| Transfer out upon disposal of equity instruments at FVOCI | - | - | 14,851 | - | - | 14,851 |
| Other | - | - | - | - | - | - |
| As at 31 December 2025 | (412,889) | 750,539 | (578,410) | 1,583,545 | 6,052 | 1,348,837 |
| As at 1 January 2024 | (617,301) | 334,223 | (81,314) | 1,925,007 | 483,024 | 2,043,639 |
| Credit/(charge) to profit or loss | 225,566 | 148,803 | 16,852 | (347,015) | (58,566) | (14,360) |
| Credit/(charge) to other comprehensive income | 3,150 | - | (607,590) | - | - | (604,440) |
| Transfer out upon disposal of equity instruments at FVOCI | 1,418 | - | 14,547 | - | - | 15,965 |
| Other | - | 49,491 | - | - | - | 49,491 |
| As at 31 December 2024 | (387,167) | 532,517 | (657,505) | 1,577,992 | 424,458 | 1,490,295 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
39 OTHER ASSETS
| As at 31 December | ||
|---|---|---|
| 2025 | ||
| RMB'000 | 2024 | |
| RMB'000 | ||
| Other receivables | 4,186,630 | 4,158,020 |
| Warehouse receipts at fair value | 1,754,604 | 1,564,301 |
| Prepayments | 255,624 | 242,005 |
| Other | 814,802 | 552,668 |
| Less: impairment allowance | (3,066,535) | (3,234,881) |
| Total | 3,945,125 | 3,282,113 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
39 OTHER ASSETS (Continued)
The following table shows reconciliation of loss allowances that have been recognised for other receivables.
| | 12m ECL RMB'000 | Lifetime ECL (not credit-impaired) RMB'000 | Lifetime ECL (credit-impaired) RMB'000 | Total RMB'000 | | --- | --- | --- | --- | --- | | As at 1 January 2025 | – | 8,483 | 3,226,398 | 3,234,881 | | – Impairment losses recognised/ (reversed) | – | (2,758) | (61,800) | (64,558) | | – Transfer in | – | – | 158,052 | 158,052 | | – Write off | – | – | (261,735) | (261,735) | | – Foreign exchange differences and other | – | (105) | – | (105) | | As at 31 December 2025 | – | 5,620 | 3,060,915 | 3,066,535 | | | 12m ECL RMB'000 | Lifetime ECL (not credit-impaired) RMB'000 | Lifetime ECL (credit-impaired) RMB'000 | Total RMB'000 | | --- | --- | --- | --- | --- | | As at 1 January 2024 | – | 3,171 | 1,947,269 | 1,950,440 | | – Impairment losses recognised/ (reversed) | – | 5,310 | (5,258) | 52 | | – Transfer in | – | – | 2,714,462 | 2,714,462 | | – Write off | – | – | (1,430,919) | (1,430,919) | | – Foreign exchange differences and other | – | 2 | 844 | 846 | | As at 31 December 2024 | – | 8,483 | 3,226,398 | 3,234,881 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
39 OTHER ASSETS (Continued)
The tables below detail the credit risk exposures of the Group's other receivables, which are subject to ECL assessment.
As at 31 December 2025
| | 12m ECL RMB'000 | Lifetime ECL (not credit-impaired) RMB'000 | Lifetime ECL (credit-impaired) RMB'000 | Total RMB'000 | | --- | --- | --- | --- | --- | | Gross carrying amount | – | 1,121,819 | 3,064,811 | 4,186,630 |
As at 31 December 2024
| | 12m ECL RMB'000 | Lifetime ECL (not credit-impaired) RMB'000 | Lifetime ECL (credit-impaired) RMB'000 | Total RMB'000 | | --- | --- | --- | --- | --- | | Gross carrying amount | – | 890,553 | 3,267,467 | 4,158,020 |
40 PLACEMENTS FROM BANKS AND FINANCIAL INSTITUTIONS
As at 31 December
| | 2025 RMB'000 | 2024 RMB'000 | | --- | --- | --- | | Placements from banks (Note a) | 20,163,418 | 25,130,563 | | Placements from China Securities Finance Corporation Limited (Note b) | 4,117,992 | 5,224,352 | | Placements from Shanghai Gold Exchange (Note c) | 389,099 | 8,839,710 | | Total | 24,670,509 | 39,194,625 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
40 PLACEMENTS FROM BANKS AND FINANCIAL INSTITUTIONS (Continued)
Note a: As at 31 December 2025, the effective interest rates bearing on the outstanding amount of placements from banks ranged from 1.00% to 4.97% (31 December 2024: 1.00% to 5.05%) per annum. The amount of placements from banks was repayable within three months (31 December 2024: one year) from the end of the reporting period.
Note b: As at 31 December 2025, the effective interest rate of placements from China Securities Finance Corporation Limited ranged from 1.63% to 2.36% (31 December 2024: 2.10% to 2.61%) per annum. The amount of placements from China Securities Finance Corporation Ltd. was repayable within one year (31 December 2024: within one year) from the end of the reporting period.
Note c: As at 31 December 2025, the effective interest rates of placements from Shanghai Gold Exchange was 1.65% (31 December 2024: 1.80% to 2.57%) per annum. The amount of placements from Shanghai Gold Exchange was repayable within one month (31 December 2024: within one year) from the end of the reporting period.
41 SHORT-TERM DEBT INSTRUMENTS
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Short-term commercial paper and corporate bonds (Note a) | 6,520,875 | 3,008,107 |
| Income certificates (Note b) | - | 2,670,798 |
| Total | 6,520,875 | 5,678,905 |
| Analysed by market: | ||
| Stock exchange | 6,520,875 | 3,008,107 |
| Over the counter | - | 2,670,798 |
| Total | 6,520,875 | 5,678,905 |
Note a: As at 31 December 2025 and 2024, short-term commercial paper and corporate bonds were unsecured and unguaranteed debt securities issued on the PRC Inter-bank market by the Company and were repayable within 1 year. As at 31 December 2025, the yields of the outstanding short-term debt instruments was ranged from 1.61% per annum to 1.69% per annum (31 December 2024: 1.99%).
Note b: As at 31 December 2025, there was no outstanding income certificates (31 December 2024: 2.00% to 2.80%).
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
42 ACCOUNTS PAYABLE TO BROKERAGE CLIENTS
The majority of the accounts payable balances are repayable on demand except for certain balances representing margin deposits and cash collateral received from clients for their trading activities under the normal course of business. Only the excess amounts over the required margin deposits and cash collateral stipulated are repayable on demand.
No ageing analysis is disclosed as in the opinion of the directors of the Company, the ageing analysis does not give additional value in view of the nature of these businesses.
Accounts payable to brokerage clients mainly include money held on behalf of clients in the banks and clearing houses by the Group, and are interest-bearing at the prevailing market interest rate.
As at 31 December 2025, approximately RMB4,742 million (31 December 2024: RMB4,464 million) of margin deposits and cash collateral received from clients for margin financing and securities lending arrangement were included in the Group's accounts payable to brokerage clients.
43 REPURCHASE AGREEMENTS
As at 31 December
| | 2025 RMB'000 | 2024 RMB'000 | | --- | --- | --- | | Analysed by collateral type | | | | – Bonds | 80,866,800 | 80,198,270 | | – Funds | 11,764,090 | 1,344,780 | | – Advances to customers | 3,702,329 | 2,901,947 | | – Perpetual instruments | 5,800,651 | 1,471,303 | | Total | 102,133,870 | 85,916,300 | | Analysed by market | | | | – Stock exchanges | 49,010,533 | 53,115,946 | | – Inter-bank market | 44,799,088 | 26,293,066 | | – Over the counter | 8,324,249 | 6,507,288 | | Total | 102,133,870 | 85,916,300 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
44 FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Debt securities | 7,344,788 | 7,002,742 |
| Designated at fair value through profit or loss | ||
| - Interests attributable to other holders of consolidated structured entities (Note a) | 376,973 | 288,206 |
| - Income certificates (Note b) | 16,965,877 | 6,978,165 |
| - Placements from banks (Note c) | 2,964,315 | - |
| - Other (Note d) | 200,387 | 439,388 |
| Total | 27,852,340 | 14,708,501 |
Note a: Interests attributable to other holders of consolidated structured entities consist of third-party unit holders' interests in these consolidated structured entities which are recognised as a liability since the Group has the obligation to pay other investors or limited partners upon the maturity dates of the structured entities based on the net asset value and related terms of those consolidated structured entities. Note b: The income certificates were hybrid contracts containing embedded derivatives. Note c: The Group has designated placements from banks as financial liabilities at fair value through profit or loss, as the designation can significantly reduce the accounting mismatch. Note d: Other mainly includes the structured note issued by a subsidiary of the Group. The fair value of the structured note is linked to the performance of a third party perpetual bond. The Group irrevocably designates these financial liabilities as measured at FVTPL to eliminate an accounting mismatch.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
45 CONTRACT LIABILITIES
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Asset and fund management services | 5,541 | 4,910 |
| Investment banking services | 39,090 | 39,967 |
| Total | 44,631 | 44,877 |
46 EMPLOYEE BENEFITS PAYABLE
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Salaries, bonus and allowances | 3,264,392 | 2,368,982 |
| Social welfare | 2,309 | 1,685 |
| Annuity schemes | - | - |
| Total | 3,266,701 | 2,370,667 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
47 BORROWINGS
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Unsecured short-term borrowings repayable within one year | 1,801,698 | 1,081,234 |
| Pledged long-term borrowings repayable more than one year | - | 468,183 |
| Total | 1,801,698 | 1,549,417 |
| Floating rate borrowings | ||
| - repayable within one year at interest rates ranging from 1 month | ||
| HIBOR plus 0.35% per annum to 1 month Term SOFR plus 0.48% per annum (31 December 2024: 1 month SOFR plus 0.5% per annum to 1 month HIBOR plus 0.55% per annum) | 908,710 | 1,060,562 |
| - repayable more than one year (31 December 2024: 1 month SOFR plus 0.85% per annum to 1 month SOFR plus 0.98% per annum) | - | 468,183 |
| Fixed rate borrowings | ||
| - repayable within one year at interest rates ranging from 2.00% to 4.71% (31 December 2024: 3.6%) | 892,988 | 20,672 |
| Total | 1,801,698 | 1,549,417 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
48 LEASE LIABILITIES
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Lease liabilities payable: | ||
| Within three months | 82,512 | 96,866 |
| Within a period of more than three months but not more than one year | 220,805 | 227,149 |
| Within a period of more than one year but not more than two years | 259,707 | 241,108 |
| Within a period of more than two years but not more than three years | 200,283 | 186,506 |
| Within a period of more than three years but not more than five years | 180,205 | 289,592 |
| Within a period of more than five years | 4,867 | 17,729 |
| Total | 948,379 | 1,058,950 |
49 DEBT SECURITIES ISSUED
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Corporate bonds | 49,870,357 | 34,812,335 |
| Subordinated bonds | 19,956,204 | 20,279,393 |
| Offshore bonds | 2,103,349 | 5,102,574 |
| Income certificates (Note a) | 520,119 | 540,016 |
| Total | 72,450,029 | 60,734,318 |
Note a: The amount represents income certificates issued by the Company with maturities of more than one year. As at 31 December 2025, the yield of outstanding income certificates carried was 2.58% (31 December 2024: 2.15% to 2.75%) per annum. Note b: As at 31 December 2025 and 31 December 2024, there were no defaults in the payment of principal, interest or redemption payments on debt securities issued by the Group.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
49 DEBT SECURITIES ISSUED (Continued)
| Issues | Currency | Issue amount (Original currency in million) | Issue amount (RMB in million) | Issue date | Maturity date | Coupon rate |
|---|---|---|---|---|---|---|
| 17-3 Corporate Bond | RMB | 4,000 | 4,000 | 03/08/2017 | 03/08/2027 | 4.98% |
| 22-2 Corporate Bond | RMB | 1,500 | 1,500 | 21/07/2022 | 21/07/2027 | 3.18% |
| 22-3 Corporate Bond | RMB | 2,000 | 2,000 | 25/08/2022 | 25/08/2027 | 3.00% |
| 23-2 Corporate Bond | RMB | 2,500 | 2,500 | 21/02/2023 | 21/02/2026 | 3.13% |
| 23-3 Corporate Bond | RMB | 1,600 | 1,600 | 21/03/2023 | 21/03/2028 | 3.32% |
| 23-4 Corporate Bond | RMB | 3,000 | 3,000 | 24/05/2023 | 24/05/2026 | 2.90% |
| 24-1 Corporate Bond | RMB | 1,800 | 1,800 | 25/01/2024 | 25/01/2027 | 2.73% |
| 24-2 Corporate Bond | RMB | 1,000 | 1,000 | 08/08/2024 | 08/08/2029 | 2.05% |
| 24-3 Corporate Bond | RMB | 2,000 | 2,000 | 08/08/2024 | 08/08/2034 | 2.30% |
| 24-4 Corporate Bond | RMB | 3,000 | 3,000 | 23/08/2024 | 23/08/2029 | 2.18% |
| 24-6 Corporate Bond | RMB | 3,000 | 3,000 | 17/10/2024 | 17/10/2029 | 2.28% |
| 24-8 Corporate Bond | RMB | 2,000 | 2,000 | 21/11/2024 | 21/11/2027 | 2.15% |
| 25-1 Corporate Bond | RMB | 2,000 | 2,000 | 13/01/2025 | 15/01/2026 | 1.64% |
| 25-2 Corporate Bond | RMB | 2,500 | 2,500 | 14/08/2025 | 14/08/2028 | 1.88% |
| 25-3 Corporate Bond | RMB | 3,000 | 3,000 | 24/09/2025 | 24/09/2028 | 2.00% |
| 25-4 Corporate Bond | RMB | 3,000 | 3,000 | 24/10/2025 | 24/10/2028 | 1.97% |
| 25-5 Corporate Bond | RMB | 4,600 | 4,600 | 24/11/2025 | 24/11/2028 | 1.91% |
| 25-6 Corporate Bond | RMB | 2,400 | 2,400 | 24/11/2025 | 24/11/2030 | 2.00% |
| 25-7 Corporate Bond | RMB | 3,500 | 3,500 | 05/12/2025 | 05/12/2028 | 1.96% |
| 25-1 Sci-Tech Innovation Bond | RMB | 1,000 | 1,000 | 13/05/2025 | 13/05/2028 | 1.69% |
| Subtotal | 49,400 | |||||
| 21-3 Orient Subordinated Bond | RMB | 1,500 | 1,500 | 16/04/2021 | 16/04/2026 | 4.20% |
| 23-1 Orient Subordinated Bond | RMB | 3,000 | 3,000 | 24/04/2023 | 24/04/2026 | 3.30% |
| 23-2 Orient Subordinated Bond | RMB | 3,000 | 3,000 | 10/08/2023 | 10/08/2026 | 3.08% |
| 23-3 Orient Subordinated Bond | RMB | 2,800 | 2,800 | 30/10/2023 | 30/10/2026 | 3.30% |
| 23-4 Orient Subordinated Bond | RMB | 700 | 700 | 30/10/2023 | 30/10/2028 | 3.50% |
| 23-5 Orient Subordinated Bond | RMB | 2,000 | 2,000 | 23/11/2023 | 23/11/2026 | 3.18% |
| 24-1 Orient Subordinated Bond | RMB | 2,000 | 2,000 | 26/06/2024 | 26/06/2029 | 2.33% |
| 24-2 Orient Subordinated Bond | RMB | 2,500 | 2,500 | 08/07/2024 | 08/07/2029 | 2.31% |
| 25-2 Orient Subordinated Bond | RMB | 2,200 | 2,200 | 17/03/2025 | 17/03/2030 | 2.45% |
| Subtotal | 19,700 | |||||
| 25 Offshore USD Bond | USD | 300 | 2,109 | 29/09/2025 | 29/09/2028 | Compounded SOFR Index+59bps |
| Subtotal | 2,109 | |||||
| Total | 71,209 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
50 OTHER LIABILITIES
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Other accounts payable | ||
| - Payables for underwriting and products distribution fees | 214,019 | 200,151 |
| - Settlement payables | 342,774 | 133,451 |
| - Notes payable | 524,398 | 763,826 |
| - Other | 230,156 | 74,826 |
| Other payables and accruals | ||
| - Value-added taxes and other taxes | 75,726 | 117,752 |
| - Payables for securities and futures investor protection fund | 36,119 | 29,360 |
| - Futures risk reserve | 318,176 | 284,829 |
| - Derivative deposits received from customers | 6,708,195 | 7,431,639 |
| - Acting underwriting securities | 14,000 | 385,000 |
| - Other | 1,038,571 | 835,817 |
| Total | 9,502,134 | 10,256,651 |
51 SHARE CAPITAL
All shares issued by the Company are fully paid common shares. The par value is RMB1. The Company's number of shares issued and their nominal value are as follows:
| Opening RMB'000 | Addition RMB'000 | Closing RMB'000 | |
|---|---|---|---|
| Registered, issued and fully paid ordinary shares of RMB1 each: | |||
| Year ended 31 December 2025 | 8,496,645 | - | 8,496,645 |
| Year ended 31 December 2024 | 8,496,645 | - | 8,496,645 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
51 SHARE CAPITAL (Continued)
Pursuant to the CSRC's Approval in respect of the Rights Issue of 東方證券股份有限公司(Zheng Jian Xu Ke [2022] No. 540)《關於核准東方證券股份有限公司配股的批覆》(證監許可[2022]540號)), new A rights shares were allotted to all A Share holders on the basis of two point eight A rights shares for every ten existing A Shares ("A Share Rights Issue"). As of 29 April 2022, 1,502,907,061 new A rights shares were issued at a price of RMB8.46 per share, raising approximately RMB12,715 million in total. The Company completed the registration at China Securities Depository and Clearing Corporation Limited Shanghai Branch on 9 May 2022, and the new A Shares were listed on the Shanghai Stock Exchange on 13 May 2022.
Pursuant to the CSRC's Approval in respect of the Rights Issue of Overseas Listed Foreign Shares of 東方證券股份有限公司(Zheng Jian Xu Ke [2022] No. 348)《關於核准東方證券股份有限公司發行境外上市外資股的批覆》(證監許可[2022]348號)), new H rights shares were allotted to qualified H Share holders on the basis of two point eight H rights shares for every ten existing H Shares ("H Share Rights Issue"). As of 20 May 2022, 82,428 new H rights shares were issued at a price of HKD10.38 per share, raising approximately HKD856 thousand in total. The new H Shares were listed on the Hong Kong Stock Exchange on 31 May 2022.
After the completion of the above right issues, a total of 1,502,989,489 new share were issued. The fund raised in excess of the par value of the new shares (net of issuance cost) was credited to capital reserve.
On 30 October 2023, the Board of Directors of the Company approved The Proposal to Repurchase the Company's A Shares through Centralised Bidding Transaction to maintain the Company value and the shareholders' interests. These repurchased stocks could be sold through centralised bidding after 12 months or cancelled after 3 years.
On 6 May 2025, the Board of Directors of the Company approved "The Proposal to Repurchase the Company's A Shares through Centralised Bidding Transaction" to maintain the Company's market value and to protect the shareholders' interests. These repurchased stocks could be sold through centralised bidding after 12 months or cancelled after 3 years. As at 31 December 2025, a total of 26,703,157 A shares have been repurchased through centralised bidding transaction at an aggregated consideration of RMB250 million. The details are as follows:
| Month of repurchase | No. of ordinary shares | Prices per share | Aggregate consideration paid | |
|---|---|---|---|---|
| Highest | Lowest | |||
| November 2023 | 30,844,124 | RMB9.14 | RMB8.81 | RMB277 million |
| December 2023 | 2,642,300 | RMB8.75 | RMB8.18 | RMB22 million |
| January 2024 | 1,356,900 | RMB8.33 | RMB7.99 | RMB11 million |
| May 2025 – June 2025 | 26,703,157 | RMB9.76 | RMB9.19 | RMB250 million |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
52 OTHER EQUITY INSTRUMENT
| As at 31 December | ||
|---|---|---|
| 2025 | ||
| RMB'000 | 2024 | |
| RMB'000 | ||
| Perpetual subordinated bond | 3,000,000 | 5,000,000 |
The Company issued a perpetual subordinated bond with a principal amount of RMB3 billion in August 2025, with the initial interest rate of 2.35% per annum.
The perpetual subordinated bond is unsecured. The interest rate for perpetual subordinated bond is repriced every five years. The repriced interest rate is determined as the sum of the current base rate and the initial spread plus 200 basis points. The current base rate is defined as the average yield of 5 years treasury from the bond yield curve published on China Bond website 5 working days before the repricing date of interest rate. Upon the maturity of every repricing cycle, the Company has the option to extend the maturity of the bond for another repricing cycle, or redeem the bond entirely.
The Company has the option to defer interest payment, except in the event of mandatory interest payments, so that at each interest payment date, the Company may choose to defer the interest payment to the next payment date for the current year as well as all interests and accreted interest already deferred, without being subject to any limitation with respect to the number of deferrals. The mandatory interest payment events are limited to dividend distributions to ordinary shareholders of the Company and reductions of registered capital within 12 months before the interest payment date.
The perpetual subordinated bond issued by the Company is classified and presented as other equity instrument in the consolidated statement of financial position.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
53 RESERVES
(1) Capital reserve
Capital reserve mainly includes share premium arising from the issuance of new shares at prices in excess of par value, the change of carrying amount of the Group's investments in associate other than profit or loss and OCI, the difference between the considerations of acquisition of equity interests from non-controlling shareholders and the carrying amount of the proportionate net assets.
The movements of the capital reserve of the Group are set out below:
| Opening RMB'000 | Addition RMB'000 | Closing RMB'000 | |
|---|---|---|---|
| Share premium | 39,373,960 | – | 39,373,960 |
| Other capital reserve | 160,560 | (113,067) | 47,493 |
| As at 31 December 2025 | 39,534,520 | (113,067) | 39,421,453 |
| Share premium | 39,373,960 | – | 39,373,960 |
| Other capital reserve | 160,560 | – | 160,560 |
| As at 31 December 2024 | 39,534,520 | – | 39,534,520 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
53 RESERVES (Continued)
(2) Surplus reserve
The surplus reserve includes statutory surplus reserve and discretionary surplus reserve.
Pursuant to the Company Law of the PRC, 10% of the net profit of the Company, as determined under the relevant accounting rules in the PRC, is required to be transferred to the statutory surplus reserve until such time when this reserve reaches 50% of the share capital of the Company. The reserve appropriated can be used for offsetting accumulated losses, expansion of business and capitalisation, in accordance with the Company's articles of association and approved by the shareholders in a shareholders' general meeting.
| Opening RMB'000 | Addition RMB'000 | Closing RMB'000 | |
|---|---|---|---|
| Statutory reserve | 4,185,563 | 62,761 | 4,248,324 |
| Discretionary reserve | 846,486 | – | 846,486 |
| For the year ended 31 December 2025 | 5,032,049 | 62,761 | 5,094,810 |
| Statutory reserve | 3,771,520 | 414,043 | 4,185,563 |
| Discretionary reserve | 846,486 | – | 846,486 |
| For the year ended 31 December 2024 | 4,618,006 | 414,043 | 5,032,049 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
53 RESERVES (Continued)
(3) General reserve
The general reserve includes general risk reserve and transaction risk reserve.
In accordance with the Financial Rules for Financial Enterprises issued by the Ministry of Finance of the PRC, the Company is required to appropriate 10% of net profit derived in accordance with the relevant accounting rules in the PRC before distribution to shareholders as general risk reserve from retained earnings.
Pursuant to the Securities Law of the PRC, the Company is required to appropriate 10% of the net profit derived in accordance with the relevant accounting rules in the PRC before distribution to shareholders as transaction risk reserve from retained earnings and cannot be distributed or transferred to share capital.
General reserves for the Company's subsidiaries are appropriated according to relevant requirements.
The movements of general reserve of the Group are set out below:
| Opening RMB'000 | Addition RMB'000 | Closing RMB'000 | |
|---|---|---|---|
| General risk reserve | 6,944,843 | 689,137 | 7,633,980 |
| Transaction risk reserve | 6,304,965 | 489,116 | 6,794,081 |
| For the year ended 31 December 2025 | 13,249,808 | 1,178,253 | 14,428,061 |
| General risk reserve | 6,276,962 | 667,881 | 6,944,843 |
| Transaction risk reserve | 5,857,580 | 447,385 | 6,304,965 |
| For the year ended 31 December 2024 | 12,134,542 | 1,115,266 | 13,249,808 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
53 RESERVES (Continued)
(4) Investment revaluation reserve
The movements of the investment revaluation reserve of the Group are set out below:
| Year ended 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| At beginning of the year | 2,232,418 | 489,687 |
| Equity instruments at FVOCI: | ||
| Net fair value changes during the year | 262,711 | 1,193,784 |
| Income tax related to net fair value changes during the year | (63,651) | (298,241) |
| Debt instruments at FVOCI: | ||
| Net fair value changes during the year | 801,843 | 3,365,870 |
| Income tax related to net fair value changes during the year | (169,827) | (848,270) |
| Reclassification adjustment to profit or loss on disposal | (1,299,715) | (1,761,245) |
| Reclassification adjustment to profit or loss on expected credit loss | 162,503 | 69,265 |
| Income tax related to reclassification adjustment to profit or loss during the year | 282,287 | (16,987) |
| Share of other comprehensive income of associates | 723 | (11,882) |
| Share of fair value gain on debt instruments measured at FVOCI of associates | (6,913) | 5,931 |
| Transfer to retained earnings for cumulative fair value change of equity instruments at FVOCI upon disposal | 46,509 | 43,642 |
| Other | (3,835) | 864 |
| At end of the year | 2,245,053 | 2,232,418 |
(5) Translation reserve
For the purposes of presenting the consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated into the presentation currency of the Group at the rate of exchange prevailing at the end of the reporting period, and the income and expenses are translated at the average exchange rates or at the approximate exchange rates for the period. Exchange differences arising, if any, are recognised in OCI and accumulated in the translation reserve.
(6) Hedge reserve
Hedge reserve represents the gains and losses of hedging activities of the Group's hedges of equity instruments at FVOCI.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
54 RETAINED EARNINGS
The movements of retained earnings of the Group are set out below:
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| At beginning of the year | 8,151,495 | 8,757,396 |
| Profit for the year | 5,633,560 | 3,350,208 |
| Appropriation to surplus reserve | (62,761) | (414,043) |
| Appropriation to general reserve | (1,178,253) | (1,115,266) |
| Dividends recognised as distribution | (1,855,830) | (1,903,905) |
| Distribution to holders of other equity instrument | (70,500) | (475,000) |
| Cumulative fair value change transfer to retained earnings upon disposal of equity instruments at FVOCI | (44,553) | (43,642) |
| Other | - | (4,253) |
| At end of the year | 10,573,158 | 8,151,495 |
55 DIVIDENDS
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Dividends recognised as distribution (Note a) | 1,855,830 | 1,903,905 |
| Distribution to holders of other equity instrument | 70,500 | 475,000 |
| Total | 1,926,330 | 2,378,905 |
Note a: Final dividend in respect of the year ended 31 December 2024 amounting to RMB1.00 (tax inclusive) per 10 shares, totalling RMB844 million (2024: RMB1,269 million) was approved at the fourth meeting of the sixth session of the Board of the Company.
Interim dividend in respect of the period ended 30 June 2025 amounting to RMB1.20 (tax inclusive) per 10 shares, totalling RMB1,012 million (2024: RMB635 million) was approved at the eighth meeting of the sixth session of the Board of the Company.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
56 TRANSFERS OF FINANCIAL ASSETS
Securities lending arrangement
The Group entered into securities lending agreements with clients to lend out its equity securities and exchange-traded funds classified as FVTPL, which are secured by client's securities and deposits held as collateral. As stipulated in the securities lending agreements, the legal ownership of these equity securities and exchange-traded funds is transferred to the clients. Although the clients are allowed to sell these securities during the covered period, they have the obligations to return these securities to the Group at specified future dates. The Group has determined that it retains substantially all the risks and rewards of these securities and therefore has not derecognised these securities in the consolidated financial statements.
Repurchase agreements
Sales and repurchase agreements are transactions in which the Group sells a financial asset and simultaneously agrees to repurchase it (or an asset that is substantially the same) at the agreed date and price. The repurchase price is fixed and the Group is still exposed to substantially all the risks and rewards of the financial asset sold. The financial asset is not derecognised from the consolidated financial statements but is regarded as "collateral" for the liabilities because the Group retains substantially all the risks and rewards of the financial asset. A financial liability is recognised for cash received.
The following tables provide a summary of carrying amounts of transferred financial assets that are not derecognised in their entirety and the associated liabilities:
As at 31 December 2025
| Financial assets at fair value through profit or loss RMB'000 | Debt instruments at FVOCI RMB'000 Repurchase agreements | Advances to customers RMB'000 Repurchase agreements | Total RMB'000 | ||
|---|---|---|---|---|---|
| Repurchase agreements | Securities lending | ||||
| Carrying amount of transferred assets | 964,054 | 24,062 | 4,213,113 | 3,788,437 | 8,989,666 |
| Carrying amount of associated liabilities | 847,217 | - | 3,861,529 | 3,702,329 | 8,411,075 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
57 DIRECTORS' AND SUPERVISORS' EMOLUMENTS
The emoluments of the Directors and Supervisors of the Company paid/payable by the Group for the years ended 31 December 2025 and 2024 are set out below:
For the year ended 31 December 2025
| Name | Independent director and supervisor fee* RMB'000 | Salary and allowances RMB'000 | Employer's contribution to pension schemes RMB'000 | Discretionary bonuses RMB'000 | Total RMB'000 |
|---|---|---|---|---|---|
| Executive Directors: | |||||
| Gong Dexiong (a) | - | - | - | - | - |
| Lu Weiming | - | - | - | - | - |
| Lu Dayin (b) | - | 1,290 | - | - | 1,290 |
| Non-executive Directors: | |||||
| Xie Weiqing (c) | - | - | - | - | - |
| Yang Bo (d) | - | - | - | - | - |
| Shi Lei (f) | - | - | - | - | - |
| Li Yun | - | - | - | - | - |
| Xu Yongmiao (g) | - | - | - | - | - |
| Ren Zhixiang | - | - | - | - | - |
| Sun Weidong (h) | - | 820 | - | - | 820 |
| Liu Wei (i) | - | - | - | - | - |
| Independent Non-executive Directors: | |||||
| Wu Hong | 225 | - | - | - | 225 |
| Feng Xingdong | 183 | - | - | - | 183 |
| Luo Xinyu | 183 | - | - | - | 183 |
| Chan Hon | 183 | - | - | - | 183 |
| Zhu Kai | 225 | - | - | - | 225 |
| Total | 999 | 2,110 | - | - | 3,109 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
57 DIRECTORS' AND SUPERVISORS' EMOLUMENTS (Continued)
The emoluments of the Directors and Supervisors of the Company paid/payable by the Group for the years ended 31 December 2025 and 2024 are set out below: (Continued)
For the year ended 31 December 2025
| Name | Independent director and supervisor fee* RMB'000 | Salary and allowances RMB'000 | Employer's contribution to pension schemes RMB'000 | Discretionary bonuses RMB'000 | Total RMB'000 |
|---|---|---|---|---|---|
| Supervisors: | |||||
| Du Xinhong (p) | - | - | - | - | - |
| Shen Guangjun (p) | - | - | - | - | - |
| Ling Yun (p) | - | - | - | - | - |
| Ruan Fei (p) | - | 683 | - | - | 683 |
| Ding Yan (p) | - | 683 | - | - | 683 |
| Zhang Yun (p) | - | 683 | - | - | 683 |
| Total | - | 2,049 | - | - | 2,049 |
For the year ended 31 December 2024
| Name | Independent director and supervisor fee* RMB'000 | Salary and allowances RMB'000 | Employer's contribution to pension schemes RMB'000 | Discretionary bonuses RMB'000 | Total RMB'000 |
|---|---|---|---|---|---|
| Executive Directors: | |||||
| Gong Dexiong (a) | - | - | - | - | - |
| Lu Weiming | - | 990 | - | - | 990 |
| Lu Dayin (b) | - | 1,456 | - | - | 1,456 |
| Jin Wenzhong (c) | - | 908 | - | - | 908 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
57 DIRECTORS' AND SUPERVISORS' EMOLUMENTS (Continued)
The emoluments of the Directors and Supervisors of the Company paid/payable by the Group for the years ended 31 December 2025 and 2024 are set out below: (Continued)
For the year ended 31 December 2024 (Continued)
| Name | Independent director and supervisor fee* RMB'000 | Salary and allowances RMB'000 | Employer's contribution to pension schemes RMB'000 | Discretionary bonuses RMB'000 | Total RMB'000 |
|---|---|---|---|---|---|
| Non-executive Directors: | |||||
| Xie Weiqing (3) | - | - | - | - | - |
| Yang Bo (4) | - | - | - | - | - |
| Shi Lei (5) | - | - | - | - | - |
| Li Yun | - | - | - | - | - |
| Xu Yongmiao (6) | - | - | - | - | - |
| Ren Zhixiang | - | - | - | - | - |
| Sun Weidong (7) | - | 68 | - | - | 68 |
| Zhou Donghui (8) | - | - | - | - | - |
| Zhu Jing (9) | - | 807 | - | - | 807 |
| Yu Xuechun (10) | - | - | - | - | - |
| Independent Non-executive Directors: | |||||
| Wu Hong | 190 | - | - | - | 190 |
| Feng Xingdong | 160 | - | - | - | 160 |
| Luo Xinyu | 160 | - | - | - | 160 |
| Chan Hon | 160 | - | - | - | 160 |
| Zhu Kai | 190 | - | - | - | 190 |
| Supervisors: | |||||
| Liu Wei (3) | - | - | - | - | - |
| Du Xinhong (6) | - | - | - | - | - |
| Shen Guangjun (6) | - | - | - | - | - |
| Ling Yun (6) | - | - | - | - | - |
| Ruan Fei (6) | - | 820 | - | - | 820 |
| Ding Yan (6) | - | 820 | - | - | 820 |
| Zhang Yun (6) | - | 68 | - | - | 68 |
| Du Weihua (11) | - | 724 | - | - | 724 |
| Wu Junhao (11) | - | - | - | - | - |
| Xia Lijun (12) | 92 | - | - | - | 92 |
| Total | 952 | 6,661 | - | - | 7,613 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
57 DIRECTORS' AND SUPERVISORS' EMOLUMENTS (Continued)
- Executive directors and non-executive directors do not receive any director fee. a. Gong Dexiong was resigned as director in December 2025. b. Lu Dayin was appointed as director in November 2024. c. Jin Wenzhong resigned as director in November 2024. d. Xie Weiqing was appointed as director in November 2024 and was resigned as director in July 2025. e. Yang Bo was appointed as director in November 2024. f. Shi Lei was appointed as director in November 2024. g. Xu Yongmiao was appointed as director and resigned as supervisor in November 2024. h. Sun Weidong was appointed as director in November 2024. i. Zhou Donghui resigned as director in November 2024. j. Zhu Jing resigned as director in November 2024. k. Yu Xuechun resigned as director in November 2024. l. Liu Wei was appointed as chairman of the supervisory board in November 2024 and was appointed as director in October 2025. m. Du Weihua resigned as supervisor in November 2024. n. Wu Junhao resigned as supervisor in November 2024. o. Xia Lijun resigned as independent supervisor in November 2024. p. With the dissolution of the Supervisory Committee, all supervisors cease to hold their positions in October 2025.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
57 DIRECTORS' AND SUPERVISORS' EMOLUMENTS (Continued)
The executive directors' emoluments shown above were for their services in connection with the management of the affairs of the Company and the Group.
The independent directors' and non-executive directors' emoluments shown above were for their services as directors of the Company.
The supervisors' emoluments shown above were for their services as supervisors of the Company.
For the years ended 31 December 2025 and 2024, none of the directors or supervisors of the Company waived any emoluments and no emoluments were paid by the Company to any of the directors or supervisors as an inducement to join or upon joining the Group or as compensation for loss of office.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
58 FIVE HIGHEST PAID INDIVIDUALS
Of the five individuals with the highest emoluments, none of them are directors or supervisors whose emoluments are disclosed in Note 57 (2024: None). Details of the remuneration of the five highest paid employees during the year ended 2025 and 2024 are as follows:
| Year ended 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Basic salaries and allowances | 9,840 | 11,210 |
| Discretionary bonuses | 4,819 | 2,628 |
| Employer's contribution to pension schemes | – | – |
| Total | 14,659 | 13,838 |
Bonuses are discretionary and determined by reference to the Group's/Company's and the individuals' performance. No emoluments have been paid or payable to these individuals as an inducement to join or upon joining the Group or as compensation for loss of office for the years ended 31 December 2025 and 2024.
The emoluments of the highest-paid individuals of the Group fall within the following bands:
| Number of individuals | ||
|---|---|---|
| 2025 | 2024 | |
| Emolument bands | ||
| – RMB2,000,001 to RMB2,500,000 | – | 1 |
| – RMB2,500,001 to RMB3,000,000 | 4 | 4 |
| – RMB3,000,001 to RMB3,500,000 | 1 | – |
| – RMB3,500,001 to RMB4,000,000 | – | – |
| Total | 5 | 5 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
59 COMMITMENTS AND CONTINGENT LIABILITY
(1) Capital commitments
| As at 31 December | ||
|---|---|---|
| 2025 | ||
| RMB'000 | 2024 | |
| RMB'000 | ||
| Capital expenditure in respect of acquisition | ||
| of property and equipment: | ||
| Contracted but not provided for | 25,990 | 10,723 |
60 RELATED PARTY RELATIONSHIPS AND TRANSACTIONS
(1) Relationship of related parties
Major shareholder of the Company
Following major shareholder holding more than 10% shares of the Company is considered as a related party of the Group:
| | Percentage of shares held As at 31 December | | | --- | --- | --- | | | 2025 % | 2024 % | | 申能(集團)有限公司 Shenergy (Group) Company Limited | 26.63 | 26.63 |
Associates
The details of the associates of the Group are set out in Note 30.
Others
The Directors and Supervisors of the Company have served as directors or senior management of these related parties during the year of 2025.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
60 RELATED PARTY RELATIONSHIPS AND TRANSACTIONS (Continued)
(2) Related party transaction and balances
Other than as disclosed elsewhere in these consolidated financial statements, the Group had the following material related party transactions and balances:
As at 31 December 2025 and 2024, the Group had the following material balances with the major shareholder and entities under its control:
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Accounts payable to brokerage clients | 147 | 40,217 |
| Other receivables | 1,238 | – |
| Other payables | 775 | 794 |
For the years ended 31 December 2025 and 2024, the Group had the following material transactions with the major shareholder and entities under its control:
| Year ended 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Commission and fee income | 4,397 | 11,283 |
| Other income | 3,000 | – |
| Interest expenses | 34 | 159 |
| Other operating expenses | 46,420 | 37,872 |
| Net investment gains | – | (463) |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
60 RELATED PARTY RELATIONSHIPS AND TRANSACTIONS (Continued)
(2) Related party transaction and balances (Continued)
As at 31 December 2025 and 2024, the Group had the following material balances with associates:
| As at 31 December | ||
|---|---|---|
| 2025 | ||
| RMB'000 | 2024 | |
| RMB'000 | ||
| Accounts payable to brokerage clients | 2,805 | 43,224 |
| Other receivables | 3,619 | 3,051 |
| Other accounts payable | 62,846 | 496 |
As at 31 December 2025 and 2024, the Group had the following material investment balances of products managed by associates:
| As at 31 December | ||
|---|---|---|
| 2025 | ||
| RMB'000 | 2024 | |
| RMB'000 | ||
| Financial assets at FVTPL | 2,441,393 | 1,115,550 |
As at 31 December 2025 and 2024, the Group had the following material investment balances of securities issued by associates:
| As at 31 December | ||
|---|---|---|
| 2025 | ||
| RMB'000 | 2024 | |
| RMB'000 | ||
| Debt instruments at FVOCI | 41,247 | 90,347 |
| Financial assets at FVTPL | 162 | 70,634 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
60 RELATED PARTY RELATIONSHIPS AND TRANSACTIONS (Continued)
(2) Related party transaction and balances (Continued)
For the years ended 31 December 2025 and 2024, the Group had the following material transactions with associates:
| Year ended 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Commission and fee income | 36,378 | 23,021 |
| Other income | 387 | – |
| Interest income | 3,567 | 6,027 |
| Interest expenses | 77 | 44 |
| Net investment gains | 21,912 | 10,662 |
| Other operating expenses | 2 | – |
As at 31 December 2025 and 2024, the Group had the following material balances with other related parties:
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Other receivables | 2,475 | 892 |
| Other accounts payable | 148 | 457 |
| Accounts payable to brokerage clients | 8,761 | 3 |
As at 31 December 2025 and 2024, the Group had the following material investment balances of products managed by other related parties:
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Financial assets at FVTPL | – | 532,586 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
60 RELATED PARTY RELATIONSHIPS AND TRANSACTIONS (Continued)
(2) Related party transaction and balances (Continued)
As at 31 December 2025 and 2024, the Group had the following material investment balances of securities issued by other related parties:
| As at 31 December | ||
|---|---|---|
| 2025 | ||
| RMB'000 | 2024 | |
| RMB'000 | ||
| Financial assets at FVTPL | 243,386 | 682,928 |
| Debt instruments at FVOCI | – | 144,030 |
| Equity instruments at FVOCI | – | 10,576 |
For the years ended 31 December 2025 and 2024, the Group had the following material transactions with other related parties:
| Year ended 31 December | ||
|---|---|---|
| 2025 | ||
| RMB'000 | 2024 | |
| RMB'000 | ||
| Net investment gains | 12,052 | 41,550 |
| Interest income | 2,142 | 11,429 |
| Commission and fee income | 4,802 | 1,232 |
| Interest expenses | 10 | 1 |
| Other operating expenses | 392 | 7,479 |
(3) Key management personnel
In 2025, the key management personnel of the Company received the pre-tax salary of RMB10.6487 million from the Company. The final remunerations of key management personnel who received remunerations from the Company during the reporting period are still in the process of being confirmed, and the remaining portion will be disclosed after confirmation.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
61 STATEMENT OF FINANCIAL POSITION AND RESERVE OF THE COMPANY
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Cash and bank balances | 44,594,668 | 42,800,521 |
| Clearing settlement funds | 20,650,519 | 15,088,751 |
| Deposits with exchanges and financial institutions | 2,424,382 | 1,723,860 |
| Derivative financial assets | 6,744,291 | 1,616,815 |
| Advances to customers | 37,988,175 | 27,614,243 |
| Accounts receivable | 1,097,824 | 480,053 |
| Reverse repurchase agreements | 1,127,143 | 3,845,640 |
| Financial assets at fair value through profit or loss | 92,166,785 | 73,169,284 |
| Debt instruments at fair value through other comprehensive income | 90,987,047 | 106,069,814 |
| Equity instruments at fair value through other comprehensive income | 32,482,253 | 19,584,128 |
| Debt instruments measured at amortised cost | 1,583,743 | 1,586,905 |
| Investments in associates | 4,398,384 | 4,139,654 |
| Investments in subsidiaries | 19,563,720 | 18,952,460 |
| Right-of-use assets | 689,413 | 767,819 |
| Investment properties | 4,435 | 30,936 |
| Property and equipment | 1,668,394 | 1,726,866 |
| Other intangible assets | 160,491 | 193,422 |
| Goodwill | 18,948 | 18,948 |
| Deferred tax assets | 1,195,057 | 1,152,000 |
| Other assets | 2,899,737 | 2,139,533 |
| Total assets | 362,445,409 | 322,701,652 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
61 STATEMENT OF FINANCIAL POSITION AND RESERVE OF THE COMPANY
(Continued)
As at 31 December
| | 2025 RMB'000 | 2024 RMB'000 | | --- | --- | --- | | Placements from banks and financial institutions | 24,670,509 | 39,194,625 | | Short-term debt instruments | 6,520,875 | 5,678,905 | | Accounts payable to brokerage clients | 45,194,758 | 36,789,378 | | Repurchase agreements | 97,926,940 | 82,556,395 | | Financial liabilities at fair value through profit or loss | 27,274,980 | 13,980,907 | | Derivative financial liabilities | 6,117,741 | 694,654 | | Contract liabilities | 39,090 | 39,967 | | Current tax liabilities | 405,140 | 11,439 | | Employee benefits payable | 2,433,504 | 1,502,620 | | Lease liabilities | 678,932 | 758,042 | | Debt securities issued | 70,346,679 | 58,561,339 | | Other liabilities | 4,870,461 | 7,085,868 | | Total liabilities | 286,479,609 | 246,854,139 | | Share capital | 8,496,645 | 8,496,645 | | Treasury stock | (561,002) | (310,896) | | Other equity instrument | 3,000,000 | 5,000,000 | | Reserves | 57,325,917 | 56,492,283 | | Retained earnings | 7,704,240 | 6,169,481 | | Total equity | 75,965,800 | 75,847,513 | | Total equity and liabilities | 362,445,409 | 322,701,652 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
61 STATEMENT OF FINANCIAL POSITION AND RESERVE OF THE COMPANY
(Continued)
| | Share capital RMB'000 | Treasury stock RMB'000 | Other equity instrument RMB'000 (Note a) | Capital reserve RMB'000 | Surplus reserve RMB'000 | General reserve RMB'000 | Investment revaluation reserve RMB'000 | Hedge reserve RMB'000 | Retained earnings RMB'000 | Total RMB'000 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | As at 1 January 2025 | 8,496,645 | (310,896) | 5,000,000 | 39,236,846 | 5,027,749 | 9,958,784 | 2,266,948 | 1,956 | 6,169,481 | 75,847,513 | | Profit for the year | - | - | - | - | - | - | - | - | 4,460,808 | 4,460,808 | | Other comprehensive income for the year | - | - | - | - | - | - | (158,896) | - | - | (158,896) | | Total comprehensive income for the year | - | - | - | - | - | - | (158,896) | - | 4,460,808 | 4,301,912 | | Repurchase of A shares | - | (250,106) | - | - | - | - | - | - | - | (250,106) | | Redemption of perpetual bonds | - | - | (5,000,000) | - | - | - | - | - | - | (5,000,000) | | Issue of perpetual bonds | - | - | 3,000,000 | - | - | - | - | - | - | 3,000,000 | | Appropriation to surplus reserve | - | - | - | - | 62,761 | - | - | - | (62,761) | - | | Appropriation to general reserve | - | - | - | - | - | 892,405 | - | - | (892,405) | - | | Distribution to holders of other equity instrument | - | - | - | - | - | - | - | - | (70,500) | (70,500) | | Dividends recognised as distribution | - | - | - | - | - | - | - | - | (1,855,830) | (1,855,830) | | Transfer to retained earnings for cumulative fair value change of equity instruments at fair value through other comprehensive income upon disposal | - | - | - | - | - | - | 46,509 | (1,956) | (44,553) | - | | Other | - | - | - | (7,189) | - | - | - | - | - | (7,189) | | As at 31 December 2025 | 8,496,645 | (561,002) | 3,000,000 | 39,229,657 | 5,090,510 | 10,851,189 | 2,154,561 | - | 7,704,240 | 75,965,800 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
61 STATEMENT OF FINANCIAL POSITION AND RESERVE OF THE COMPANY
(continued)
| Share capital RMB'000 | Treasury stock RMB'000 | Other equity instrument RMB'000 (Note a) | Capital reserve RMB'000 | Surplus reserve RMB'000 | General reserve RMB'000 | Investment revaluation reserve RMB'000 | Hedge reserve RMB'000 | Retained earnings RMB'000 | Total RMB'000 | |
|---|---|---|---|---|---|---|---|---|---|---|
| As at 1 January 2024 | 8,496,645 | (299,780) | 4,995,755 | 39,218,737 | 4,613,706 | 8,869,021 | 474,586 | 12,325 | 5,822,109 | 72,203,104 |
| Profit for the year | - | - | - | - | - | - | - | - | 4,140,432 | 4,140,432 |
| Other comprehensive income for the year | - | - | - | - | - | - | 1,748,720 | (14,622) | - | 1,734,098 |
| Total comprehensive income for the year | - | - | - | - | - | - | 1,748,720 | (14,622) | 4,140,432 | 5,874,530 |
| Repurchase of A shares | - | (11,116) | - | - | - | - | - | - | - | (11,116) |
| Appropriation to surplus reserve | - | - | - | - | 414,043 | - | - | - | (414,043) | - |
| Appropriation to general reserve | - | - | - | - | - | 828,412 | - | - | (828,412) | - |
| Distribution to holders of other equity instrument | - | - | - | - | - | - | - | - | (475,000) | (475,000) |
| Dividends recognised as distribution | - | - | - | - | - | - | - | - | (1,903,905) | (1,903,905) |
| Transfer to retained earnings for cumulative fair value change of equity instruments at fair value through other comprehensive income upon disposal | - | - | - | - | - | - | 43,642 | 4,253 | (47,895) | - |
| Other | - | - | 4,245 | 18,109 | - | 261,351 | - | - | (123,805) | 159,900 |
| As at 31 December 2024 | 8,496,645 | (310,896) | 5,000,000 | 39,236,846 | 5,027,749 | 9,958,784 | 2,266,948 | 1,956 | 6,169,481 | 75,847,513 |
Note a: Capital reserve of the Company represents primarily the share premium arising from the issuance of the Company's shares.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
62 FINANCIAL INSTRUMENTS
Categories of financial instruments
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Financial assets | ||
| Financial assets at fair value through profit or loss | 118,057,894 | 92,154,462 |
| Debt instruments at FVOCI | 95,979,972 | 110,519,911 |
| Equity instruments at FVOCI | 32,567,836 | 19,634,600 |
| Financial assets measured at amortised cost | 226,399,551 | 181,595,163 |
| Total | 473,005,253 | 403,904,136 |
| Financial liabilities | ||
| Financial liabilities at fair value through profit or loss | 35,138,603 | 15,801,083 |
| Financial liabilities measured at amortised cost | 365,106,774 | 317,908,758 |
| Total | 400,245,377 | 333,709,841 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
63 FINANCIAL RISK MANAGEMENT
The Group consistently adheres to the philosophy of high-quality development, establishing a comprehensive risk management system that involves the Board, management, and all employees. This system ensures a “closed-loop process, optimised mechanisms, and long-term prevention and control”, effectively managing various risks, including liquidity risk, market risk, credit risk, operational risk, reputational risk, compliance risk, money laundering risk, and technology risk. The system comprehensively covers key aspects such as accurate identification, prudent assessment, dynamic monitoring, timely reporting, and appropriate responses.
The Group has established a sound risk management mechanism covering the full chain of “Identification – Assessment – Monitoring – Response – Reporting.” It adopts a combined qualitative and quantitative approach to risk measurement, improving professional and digital control capabilities to effectively prevent major risks. On the qualitative side, the Group strictly enforces ex-ante risk review mechanisms and strengthens compliance and risk control audits for new businesses and products. It implements dynamic monitoring and rigorous control over key risk nodes to ensure the stable launch and operation of innovative business lines. On the quantitative side, the Group utilises tools such as sensitivity analysis and stress testing to conduct routine assessments of its risk profile and risk tolerance.
To ensure the timely, accurate, and complete transmission of risk-related data, the Group has established a seamless communication mechanism. It also promotes the construction and upgrading of unified risk management platforms, dynamic monitoring systems for risk control indicators, and various specialised risk management information systems. By deepening the application of information technology in risk management, the Group provides robust data and decision-making support for risk responses.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
63 FINANCIAL RISK MANAGEMENT (Continued)
63.1 Risk management organizational structure
The Group has established a clear and rational organizational structure for risk management. It has constructed a rigorous and effective “three lines of defence” for comprehensive risk management, consisting of various business departments, branches, subsidiaries; relevant functional management departments; and risk oversight and management departments. The Group has clearly defined the division of responsibilities among the Board, the Audit Committee, management, business departments, branches, subsidiaries, and functional departments to ensure the effective operation of the risk management system.
63.2 Credit risk
Credit risk mainly refers to the risk of loss due to default by the financier, counterparty or issuer. The Group’s primary credit risks are categorised into the following three aspects:
- direct credit risk, which arises from the issuer’s failure to fulfil contractual obligations;
- counterparty risk, which stems defaults by counterparties or financing parties in derivative transactions or securities financing transactions;
- settlement risk, which refers to defaults during the settlement process of a transaction, specifically when the Group fulfils its delivery obligations while the counterparty defaults.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
63 FINANCIAL RISK MANAGEMENT (Continued)
63.2 Credit risk (Continued)
The Group has built a credit risk management system covering the entire business process. Adhering to the principles of stability and prudence, it implements end-to-end management of financing parties, issuers, and counterparties – encompassing pre-transaction, in-transaction, and post-transaction stages – to ensure that credit risk is measurable, controllable, and tolerable. First, the Group strengthens front-end risk identification through strict contract reviews and in-depth due diligence to assess counterparty qualifications. Second, the Group has established an internal credit rating system to conduct systematic fundamental analysis of issuers and counterparties, applying internal rating results to business onboarding and credit limit setting. Third, based on the risk management requirement of “Same Business, Same Customer,” the Group has established a unified credit management system for the unified identification, measurement, and monitoring of customers and businesses, effectively preventing excessive credit extension and risk cross-contagion while improving the precision and consistency of credit risk management. Fourth, in accordance with regulatory requirements and risk management needs, the Group has established a scientific credit risk exposure measurement system and, on this basis, implements strict credit risk limit management; specifically, while fully considering its risk tolerance and net capital levels, the Group prudently sets credit risk limits, strictly enforces limit control requirements, and continuously monitors limit utilization to effectively control the quality and concentration of credit assets. Fifth, the Group regularly conducts credit risk stress tests to prudently assess expected credit losses under stress scenarios, ensuring credit risk remains controllable even under extreme conditions. Sixth, the Group has established a continuous public opinion monitoring mechanism to dynamically assess changes in customer creditworthiness, implementing graded list management for identified potential risks and taking timely, differentiated response measures. Seventh, by developing specialised credit risk management systems, the Group has achieved the systematization and automation of functions such as internal rating, credit approval, risk measurement, concentration management, monitoring and early warning, list management, and stress testing, effectively improving the efficiency of credit risk control.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
63 FINANCIAL RISK MANAGEMENT (Continued)
63.2 Credit risk (Continued)
Furthermore, the Group has strengthened credit risk control for key business lines. First, regarding over-the-counter (OTC) derivatives business, the Group scientifically measures counterparty credit risk exposure, sets differentiated margin requirements and transaction rule restrictions, strictly enforces daily mark-to-market and margin call mechanisms, and activates forced liquidation when necessary to effectively control OTC counterparty credit risk exposure. Second, regarding credit trading business, the Group has established a risk control system centred on customer credit ratings, credit limit verification, and collateral management; it utilises renewal audits as the core lever for mid-transaction risk management and disposes of risk projects through forced liquidation, judicial recovery, and other means to protect business asset security.
Through the continuous operation and optimization of the aforementioned credit risk management system, the systematicity, precision, and foresight of the Group's credit risk management have been significantly enhanced, providing a strong guarantee for the steady development of its business.
The Group performs impairment assessment under ECL model using the simplified approach of lifetime ECL on accounts receivable. The Group monitors all other financial assets to assess whether there has been a significant increase in credit risk since initial recognition. If there has been a significant increase in credit risk since initial recognition, the Group will measure the loss allowance based on lifetime rather than 12m ECL.
In making the impairment assessment, the Group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort. The Group uses different criteria to determine whether credit risk has increased significantly per each portfolio of assets.
In particular, the following information is taken into account when assessing whether credit risk has increased significantly:
- significant changes in external market indicators of credit risk for a particular financial instrument or similar financial instruments with the same expected life;
- an actual or expected significant change in the financial instrument's external credit rating;
- expected adverse changes in business, financial or economic conditions that are expected to cause a significant change in the borrower's ability to meet its debt obligations;
- an actual or expected significant change in the operating results of the borrower;
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
63 FINANCIAL RISK MANAGEMENT (Continued)
63.2 Credit risk (Continued)
- an actual or expected significant adverse change in the regulatory, economic, or technological environment of the borrower that results in a significant change in the borrower’s ability to meet its debt obligations;
- significant changes in the value of the collateral supporting the obligation or in the quality of third-party guarantees or credit enhancements;
- an actual or expected significant change in the quality of credit enhancement; and
- significant changes in the expected performance and behaviour of the borrower.
The credit risk on liquid funds including bank balances, clearing settlement funds, deposits with exchanges and financial institutions is limited because the counterparties are mainly state-owned banks, clearing house, stock exchanges, futures exchanges, commodity exchanges or banks with high credit ratings assigned by international credit-rating agencies. There has been no significant increase in credit risk since initial recognition associated with the amounts of cash and bank balances, clearing settlement funds, deposits with exchanges and financial institutions for the year ended 31 December 2025.
The Group mainly relies on external credit ratings to assess the credit risk of bond investments. In general, the following information is considered in assessing whether there has been a significant increase in credit risk of the bond investment: the credit rating downgrade to below AA (exclusive) and above B (exclusive) if original external rating is AA or above (inclusive) from domestic rating agencies on the initial recognition date; the credit rating downgrade to above B (exclusive) if original external rating is below AA (exclusive) from domestic rating agencies on the initial recognition date. As of 31 December 2025, the Group invests primarily in bonds with debt ratings of AA or above (inclusive).
Margin trading assets consist of advances to customers and securities lent to customers. The main credit risk of these financial assets is customers’ failure to repay the principal, interests or securities lent to them. The Group monitors margin trading clients’ accounts on an individual basis and call for additional margin deposits, including cash collateral or securities, whenever necessary. The advances to margin clients are monitored through their collateral to loan ratios, which ensures the value of the pledged assets is sufficient to cover the advances. The Group considers margin trading assets to have experienced a significant increase in credit risk if the collateral to loan ratios fell below the pre-determined margin call thresholds taking into account of the obligor’s credit quality.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
63 FINANCIAL RISK MANAGEMENT (Continued)
63.2 Credit risk (Continued)
Regarding the reverse repurchase agreements, the Group mainly focuses on the performance guarantee ratio, past due status, and other qualitative and quantitative criteria to determine whether credit risk has increased significantly. In terms of stock-pledged reverse repurchase agreements, the Group sets different forced liquidation thresholds for various financing entities or transaction in consideration of factors such as the industry, liquidity, and sales restriction of the pledged securities. Normally, the forced liquidation threshold is no less than 140% for restricted shares and no less than 130% for unrestricted shares. The Group assesses the changes in credit risk of each transaction since initial recognition date by taking full consideration of the credit status of the financing entity, contract maturity date, the related collateral securities information including the industry, liquidity, sales restriction, concentration, volatility, performance guarantee and the issuer's operating conditions.
Generally, there are three stages on a financial asset based on the following criteria: when the performance guarantee ratio is over the forced liquidation threshold and there is no past due, it is classified under Stage 1; when the performance guarantee ratio is lower than the forced liquidation threshold, or overdue but not exceeding the grace period, or there exists other events indicating significant increase in credit risk, is considered to be not credit-impaired in terms of the substance of the transaction, it is classified under Stage 2; when the performance guarantee ratio falls below the forced liquidation threshold or overdue exceeds the grace period, the Group evaluates whether those transactions are credit-impaired in terms of the substance of the transaction, taking into account of factors such as the obligor's solvency, repayment willingness, value of pledged assets and other loan settlement measures. If credit impairment has occurred, it is classified under Stage 3.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
63 FINANCIAL RISK MANAGEMENT (Continued)
63.2 Credit risk (Continued)
The Group applies a three-stage approach to measure ECL on financial assets measured at amortised cost and debt instruments at FVOCI. Financial assets migrate through the following three stages based on the change in credit quality since initial recognition:
Stage 1: 12m ECL
For exposures where there has not been a significant increase in credit risk since initial recognition, the portion of the lifetime ECL associated with the probability of default events, occurring within the next 12 months, is recognised;
Stage 2: Lifetime ECL – not credit impaired
For credit exposures where there has been a significant increase in credit risk since initial recognition but that are not credit impaired, a lifetime ECL is recognised;
Stage 3: Lifetime ECL – credit impaired
For financial assets that are credit impaired, a lifetime ECL is recognised and interest revenue is calculated by applying the effective interest rate to the amortised cost rather than the gross carrying amount.
The Group uses PD, LGD and EAD to measure credit risks:
- Probability of Default (PD) represents an estimate of the likelihood that a relevant transaction will default over a specific time period; its calculation involves historical data and expectations regarding future conditions.
- Exposure at Default (EAD) refers to the amount due to be repaid to the Company upon the occurrence of a default, measured either over the next 12 months or the remaining lifetime of the exposure.
- Loss Given Default (LGD) represents an estimate of the loss arising from a default event. The Group estimates LGD based on historical data, taking into account cash flows from collateral arrangements and overall credit enhancement, and applies forward-looking adjustments.
The expected credit losses are measured based on the probability weighted results of PD, LGD and EAD.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
63 FINANCIAL RISK MANAGEMENT (Continued)
63.2 Credit risk (Continued)
The assessment of significant increase in credit risk and the measurement of expected credit losses all involve forward-looking information. Through the analysis of historical data, the Group identifies the key economic indicators affecting the credit risk and expected credit losses of each asset portfolio. Key economic indicators include macroeconomic indicators and indicators that can reflect market volatility, including but not limited to Money Supply ("M2"), Consumers Price Index ("CPI"), Industrial Product Price Index ("PPI"), etc.
In order to determine the relationship between the economic indicators and the default probability as well as the default loss rate, the Group constructs an econometric model to determine the impact of historical changes in these indicators on the PD and LGD.
The Group makes forward-looking estimation of the ECL based on the scenario reflecting key economic indicators above. When ECL are measured on a collective basis, the financial instruments are grouped on the basis of shared risk characteristics, such as credit risk grade, overdue information. The groupings are reviewed on a regular basis to ensure that each group is comprised of homogenous exposures.
The Group takes on exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when due. The maximum credit risk exposure of the Group is as follows:
| As at 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Advances to customers | 39,042,998 | 28,047,525 |
| Accounts receivable | 2,472,312 | 973,364 |
| Other receivables and other | 1,488,719 | 1,078,594 |
| Debt instruments at FVOCI | 95,979,972 | 110,519,911 |
| Reverse repurchase agreements | 1,338,404 | 3,984,103 |
| Financial assets at fair value through profit or loss | 45,379,112 | 38,990,482 |
| Debt instruments measured at amortised cost | 1,583,743 | 1,586,905 |
| Derivative financial assets | 7,898,026 | 1,965,131 |
| Deposits with exchanges and financial institutions | 45,058,044 | 27,654,365 |
| Clearing settlement funds | 23,461,482 | 15,177,207 |
| Cash and bank balances | 111,953,849 | 103,093,101 |
| Total | 375,656,661 | 333,070,688 |
Overall, the Group monitors and manages credit risk at all times, and takes every possible measure to mitigate and control credit risk exposure to an acceptable level.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
63 FINANCIAL RISK MANAGEMENT (Continued)
63.3 Market risk
Market risk refers to the risk of loss to the Group resulting from fluctuations in market prices. Market risk can be categorised into stock price risk, interest rate risk, exchange rate risk, and commodity price risk, among others. Each business unit of the Group serves as the first line of defence for market risk management and bears direct responsibility for market risk; the Group’s risk management functional departments take the lead in managing the Group’s market risk.
Currently, the Group has adopted the following measures to strengthen the management and control of market risk:
- Continuously optimising a multi-category and multi-level risk limit system, decomposed from the top down to the Group, the parent company, and various business units. Relying on its self-developed unified risk control platform, the Group has achieved systematic monitoring and early warning of market risk indicators.
- Establishing daily mark-to-market and dynamic stop-loss mechanisms; utilising sensitivity analysis to identify key factors affecting portfolio returns; and regularly conducting scenario analysis and stress testing to evaluate the portfolio’s resilience to extreme market volatility.
- Implementing diversified investment strategies; strengthening research on the risk characteristics and future trends of major asset classes; adjusting positions in a timely manner; and utilising derivative instruments to hedge risks and control market risk exposure.
- Closely monitoring the macroeconomic indicators and trends and significant development in economic policies, and evaluating the systematic risk on investment that may arise from changes in macroeconomic factors.
- Prepare emergency plans under various predicable extreme cases, classify and grade and manage the significant events according to their severity.
(1) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to interest rate risk relates primarily to the cash and bank balances, clearing settlement funds, advances to customers, reverse repurchase agreements, debt instruments at fair value through other comprehensive income of the Group. Management actively monitors the Group’s net interest rate exposure through setting limits on the level of mismatch of interest rate repricing and duration gap and aims at maintaining an interest rate spread, such that the Group is always in a net interest-bearing asset position and derive net interest income.
Fluctuations of prevailing rate quoted by the People’s Bank of China, Shanghai Inter-bank offered rate and Hong Kong Inter-bank offered rate are the major sources of the Group’s cash flow interest rate risk.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
63 FINANCIAL RISK MANAGEMENT (Continued)
63.3 Market risk (Continued)
Interest rate risk (Continued)
The tables below summarise the Group's interest bearing financial assets and financial liabilities by their remaining terms to repricing or contractual maturity date, whichever is earlier.
As at 31 December 2025
| Less than 1 month RMB'000 | 1 month to 3 months (inclusive) RMB'000 | 3 months to 1 year (inclusive) RMB'000 | 1 year to 5 years (inclusive) RMB'000 | Over 5 years RMB'000 | Non interest-bearing RMB'000 | Total RMB'000 | |
|---|---|---|---|---|---|---|---|
| Financial Assets | |||||||
| Cash and bank balances | 74,572,058 | 4,643,181 | 32,397,054 | - | - | 341,556 | 111,953,849 |
| Clearing settlement funds | 23,461,482 | - | - | - | - | - | 23,461,482 |
| Deposits with exchanges and financial institutions | 2,477,936 | 7,846 | 51,048 | 42,812 | - | 42,478,402 | 45,058,044 |
| Derivative financial assets | - | - | - | - | - | 7,898,026 | 7,898,026 |
| Advances to customers | 1,738,333 | 11,323,479 | 25,740,240 | - | - | 240,946 | 39,042,998 |
| Accounts receivable | - | - | - | - | - | 2,472,312 | 2,472,312 |
| Reverse repurchase agreements | 1,338,124 | - | - | - | - | 280 | 1,338,404 |
| Debt instruments at FVOCI | 296,689 | 633,689 | 7,629,206 | 46,517,349 | 39,790,600 | 1,112,439 | 95,979,972 |
| Equity instruments at FVOCI | - | - | - | - | - | 32,567,836 | 32,567,836 |
| Financial assets at FVTPL | 1,275,321 | 605,735 | 4,017,115 | 17,742,871 | 24,288,663 | 62,230,163 | 110,159,868 |
| Debt instruments measured at amortised cost | 79,980 | 399,946 | 1,079,749 | - | - | 24,068 | 1,583,743 |
| Other receivables and other | - | - | - | - | - | 1,488,719 | 1,488,719 |
| Subtotal | 105,239,923 | 17,613,876 | 70,914,412 | 64,303,032 | 64,079,263 | 150,854,747 | 473,005,253 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
63 FINANCIAL RISK MANAGEMENT (Continued)
63.3 Market risk (Continued)
Interest rate risk (Continued)
As at 31 December 2025 (Continued)
| Less than 1 month RMB'000 | 1 month to 3 months (inclusive) RMB'000 | 3 months to 1 year (inclusive) RMB'000 | 1 year to 5 years (inclusive) RMB'000 | Over 5 years RMB'000 | Non interest-bearing RMB'000 | Total RMB'000 | |
|---|---|---|---|---|---|---|---|
| Financial Liabilities | |||||||
| Placements from banks and financial institutions | 21,145,622 | 1,311,511 | 2,100,000 | - | - | 113,376 | 24,670,509 |
| Short-term debt instruments | 1,999,989 | - | 4,499,931 | - | - | 20,955 | 6,520,875 |
| Accounts payable to brokerage clients | 145,513,909 | - | - | - | - | 1,676,133 | 147,190,042 |
| Repurchase agreements | 97,415,199 | 2,968,968 | 1,709,169 | - | - | 40,534 | 102,133,870 |
| Financial liabilities at FVTPL | 1,235,469 | 6,442,190 | 19,543,176 | 202,369 | - | 429,136 | 27,852,340 |
| Derivative financial liabilities | - | - | - | - | - | 7,286,263 | 7,286,263 |
| Borrowings | 1,389,103 | 147,394 | 263,596 | - | - | 1,605 | 1,801,698 |
| Lease liabilities | 33,376 | 49,136 | 220,805 | 640,195 | 4,867 | - | 948,379 |
| Debt securities issued | 1,999,815 | 2,499,483 | 15,793,151 | 49,362,107 | 1,994,086 | 801,387 | 72,450,029 |
| Other accounts payable and other payables | - | - | - | - | - | 9,502,134 | 9,502,134 |
| Subtotal | 270,732,482 | 13,418,682 | 44,129,828 | 50,204,671 | 1,998,953 | 19,871,523 | 400,356,139 |
| Net interest-bearing position | (165,492,559) | 4,195,194 | 26,784,584 | 14,098,361 | 62,080,310 | 130,983,224 | 72,649,114 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
63 FINANCIAL RISK MANAGEMENT (Continued)
63.3 Market risk (Continued)
Interest rate risk (Continued)
As at 31 December 2024
| Less than 1 month RMB'000 | 1 month to 3 months (Inclusive) RMB'000 | 3 months to 1 year (Inclusive) RMB'000 | 1 year to 5 years (Inclusive) RMB'000 | Over 5 years RMB'000 | Non interest-bearing RMB'000 | Total RMB'000 | |
|---|---|---|---|---|---|---|---|
| Financial Assets | |||||||
| Cash and bank balances | 72,296,894 | 11,417,639 | 19,262,629 | 65,413 | - | 50,526 | 103,093,101 |
| Clearing settlement funds | 15,177,207 | - | - | - | - | - | 15,177,207 |
| Deposits with exchanges and financial institutions | 27,654,365 | - | - | - | - | - | 27,654,365 |
| Derivative financial assets | - | - | - | - | - | 1,965,131 | 1,965,131 |
| Advances to customers | 2,163,891 | 4,198,674 | 21,484,966 | 1,827 | - | 198,167 | 28,047,525 |
| Accounts receivable | - | - | - | - | - | 973,364 | 973,364 |
| Reverse repurchase agreements | 3,983,389 | - | - | - | - | 714 | 3,984,103 |
| Debt instruments at FVOCI | 471,049 | 1,176,604 | 4,391,194 | 44,985,176 | 58,093,054 | 1,402,834 | 110,519,911 |
| Equity instruments at FVOCI | - | - | - | - | - | 19,634,600 | 19,634,600 |
| Financial assets at FVTPL | 1,177,482 | 952,074 | 4,205,696 | 12,818,812 | 22,575,487 | 48,459,780 | 90,189,331 |
| Debt instruments measured at amortised cost | 2,920 | - | - | 1,559,825 | - | 24,160 | 1,586,905 |
| Other receivables and other | - | - | - | - | - | 1,078,594 | 1,078,594 |
| Subtotal | 122,927,197 | 17,744,991 | 49,344,485 | 59,431,053 | 80,668,541 | 73,787,870 | 403,904,137 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
63 FINANCIAL RISK MANAGEMENT (Continued)
63.3 Market risk (Continued)
Interest rate risk (Continued)
As at 31 December 2024 (Continued)
| Less than 1 month RMB'000 | 1 month to 3 months (Inclusive) RMB'000 | 3 months to 1 year (Inclusive) RMB'000 | 1 year to 5 years (Inclusive) RMB'000 | Over 5 years RMB'000 | Non interest-bearing RMB'000 | Total RMB'000 | |
|---|---|---|---|---|---|---|---|
| Financial Liabilities | |||||||
| Placements from banks and financial institutions | 23,948,500 | 3,352,006 | 11,779,534 | - | - | 114,585 | 39,194,625 |
| Short-term debt instruments | 1,198,008 | 159,411 | 4,294,061 | - | - | 27,425 | 5,678,905 |
| Accounts payable to brokerage clients | 112,557,840 | - | - | - | - | 1,079,525 | 113,637,365 |
| Repurchase agreements | 82,113,645 | 2,095,052 | 1,678,024 | - | - | 29,579 | 85,916,300 |
| Financial liabilities at FVTPL | 10,376,267 | 1,945,764 | 1,654,895 | 392,154 | - | 339,421 | 14,708,501 |
| Derivative financial liabilities | - | - | - | - | - | 1,092,582 | 1,092,582 |
| Borrowings | 972,354 | - | 106,937 | 467,357 | - | 2,769 | 1,549,417 |
| Lease liabilities | 39,750 | 57,116 | 227,149 | 717,206 | 17,729 | - | 1,058,950 |
| Debt securities issued | 2,503,727 | 1,509,991 | 10,575,578 | 43,322,118 | 1,992,503 | 830,401 | 60,734,318 |
| Other accounts payable and other payables | - | - | - | - | - | 10,256,651 | 10,256,651 |
| Subtotal | 233,710,091 | 9,119,340 | 30,316,178 | 44,898,835 | 2,010,232 | 13,772,938 | 333,827,614 |
| Net interest-bearing position | (110,782,894) | 8,625,651 | 19,028,307 | 14,532,218 | 78,658,309 | 60,014,932 | 70,076,523 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
63 FINANCIAL RISK MANAGEMENT (Continued)
63.3 Market risk (Continued)
Interest rate risk (Continued)
Sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for interest bearing financial assets and financial liabilities, which covers both the cash flow interest rate risk of variable rate instruments and fair value interest rate risk of fixed rate FVTPL and debt instruments at FVOCI. The analysis is prepared assuming the interest bearing financial assets and financial liabilities outstanding at the end of each respective reporting periods were outstanding for the whole year. When reporting to the management on the interest rate risk, a 50 basis points increase or decrease in the relevant interest rates will be adopted for sensitivity analysis, when considering the reasonably possible change in interest rates.
| Year ended 31 December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Profit after income tax for the year | ||
| 50 basis points increase | (1,226,426) | (1,440,465) |
| 50 basis points decrease | 1,321,057 | 1,585,782 |
| Equity | ||
| 50 basis points increase | (2,924,988) | (3,135,531) |
| 50 basis points decrease | 3,133,311 | 3,331,743 |
(2) Currency risk
Currency risk refers to the unfavourable volatilities of the Group's financial condition and cash flows due to the fluctuation of the foreign exchange rates. Except for overseas subsidiaries which hold financial assets and financial liabilities denominated in foreign currencies that are different from the relevant group entity's functional currency, the Group only holds a minimal amount of foreign currency denominated investments. The management considers the foreign exchange rate risk of the Group is not material as the proportion of the Group's foreign currency asset and foreign currency liability is minimal.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
63 FINANCIAL RISK MANAGEMENT (Continued)
63.3 Market risk (Continued)
(3) Price risk
Price risk is primarily about the unfavourable changes of share price, gold price, financial derivative instruments prices and commodity price that cause financial losses. Quantitatively, price risk the Group faces is mainly the proportionate fluctuation in the Group's profits due to the price fluctuation of the trading financial instrument and the proportionate fluctuation in the Group's equity due to the price fluctuation of the equity instruments at FVOCI. Other than daily monitoring the investment position, trading and earnings indicators, the Group mainly use risk sensitivity indicators, stress testing indicators in daily risk monitoring.
Sensitivity analysis
The analysis below is performed to show the impact on profit and OCI before income tax due to change in the prices of equity securities, funds, derivatives, collective asset management schemes and other trading financial instruments by 10% with all other variables held constant. A positive number below indicates an increase in profit and OCI before income tax and vice versa.
| Year ended December | ||
|---|---|---|
| 2025 RMB'000 | 2024 RMB'000 | |
| Profit after income tax for the year | ||
| Increase by 10% | 5,954,506 | 4,715,663 |
| Decrease by 10% | (5,954,506) | (4,715,663) |
| Other comprehensive income after income tax for the year | ||
| Increase by 10% | 1,932,074 | 1,196,408 |
| Decrease by 10% | (1,932,074) | (1,196,408) |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
63 FINANCIAL RISK MANAGEMENT (Continued)
63.4 Liquidity risk
Liquidity risk refers to the risk that the Group cannot obtain sufficient funds at a reasonable cost in time to pay its debts when falling due, fulfil other payment obligations and meet the capital demand for normal business development.
In terms of liquidity risk management, during the Reporting Period, the Group continuously improved its liquidity risk management system and internal management policies in accordance with regulatory requirements including the Guideline on Liquidity Risk Management of Securities Companies (《證券公司流動性風險管理指引》), and its own risk management needs. Dedicated positions have been established to take responsibility for the dynamic monitoring, early warning, analysis, and reporting of the Group's liquidity risk. For management of daily liquidity position, the Group reserves sufficient high-quality liquid assets, sets corresponding limit indicators for liquidity reserve assets, and monitors cash flow shortfall on a daily basis to ensure the smooth operation of the Group's business and the timely repayment of liabilities as they fall due. The Group carefully determines the qualitative principles and quantitative indicators of liquidity risk appetite at the beginning of each year, and has established a limit assessment and adjustment mechanism to implement limit management of liquidity risk and conduct monitoring and reporting of compliance with limits. The Group is committed to formulating comprehensive financing strategies, enhancing the diversity and stability of funding sources, and establishing flexible on-exchange and OTC financing channels. The Group conducts liquidity stress tests and emergency drills on both a regular and ad-hoc basis, continuously updating and refining stress scenarios and reports. Through the analysis of stress test results, the Group identifies risk spots and vulnerabilities and applies the results of the stress tests in the Group's relevant decision-making processes. During the Reporting Period, the Group continued to improve its liquidity risk management system, utilising information systems to effectively identify, measure, monitor, and control liquidity risk, ensuring that the liquidity coverage ratio and net stable funding ratio consistently met regulatory requirements. Furthermore, during the Reporting Period, the Group continued to put more efforts into liquidity risk management of subsidiaries, improved the liquidity risk management capabilities of subsidiaries and the whole liquidity risk control level of the Group.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
63 FINANCIAL RISK MANAGEMENT (Continued)
63.4 Liquidity risk (Continued)
Undiscounted cash flows by contractual maturities of non-derivative financial liabilities
The tables below present the cash flows payable by the Group within the remaining contractual maturities of non-derivative financial liabilities at the end of each respective periods. The amounts disclosed in the tables are the contractual undiscounted cash flows. The tables include both interest and principal cash flows.
As at 31 December 2025
| On Demand RMB'000 | Within 3 months (inclusive) RMB'000 | 3 months to 1 year (inclusive) RMB'000 | 1 year to 5 years (inclusive) RMB'000 | Over 5 years RMB'000 | Total RMB'000 | Carrying amount RMB'000 | |
|---|---|---|---|---|---|---|---|
| Placements from banks and financial institutions | - | 22,579,550 | 2,120,020 | - | - | 24,699,570 | 24,670,509 |
| Short-term debt instruments | - | 2,015,879 | 4,538,700 | - | - | 6,554,579 | 6,520,875 |
| Accounts payable to brokerage clients | 147,190,042 | - | - | - | - | 147,190,042 | 147,190,042 |
| Repurchase agreements | 3,764,106 | 96,674,091 | 1,737,018 | - | - | 102,175,215 | 102,133,870 |
| Financial liabilities at fair value through profit or loss | 1,596,421 | 6,442,189 | 19,554,028 | 270,554 | - | 27,863,192 | 27,852,340 |
| Borrowings | - | 1,541,101 | 268,958 | - | - | 1,810,059 | 1,801,698 |
| Lease liabilities | 13,313 | 77,524 | 237,760 | 713,049 | 5,394 | 1,047,040 | 948,379 |
| Debt securities issued | - | 4,792,048 | 17,451,324 | 52,183,257 | 2,184,000 | 76,610,629 | 72,450,029 |
| Other accounts payable and other payables | 9,502,134 | - | - | - | - | 9,502,134 | 9,502,134 |
| Total | 162,066,016 | 134,122,382 | 45,907,808 | 53,166,860 | 2,189,394 | 397,452,460 | 393,069,876 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
63 FINANCIAL RISK MANAGEMENT (Continued)
63.4 Liquidity risk (Continued)
Undiscounted cash flows by contractual maturities of non-derivative financial liabilities (Continued) As at 31 December 2024
| On Demand RMB'000 | Within 3 months (Inclusive) RMB'000 | 3 months to 1 year (Inclusive) RMB'000 | 1 year to 5 years (Inclusive) RMB'000 | Over 5 years RMB'000 | Total RMB'000 | Carrying amount RMB'000 | |
|---|---|---|---|---|---|---|---|
| Placements from banks and financial institutions | - | 27,388,534 | 11,993,579 | - | - | 39,382,113 | 39,194,625 |
| Short-term debt instruments | - | 1,389,711 | 4,388,132 | - | - | 5,777,843 | 5,678,905 |
| Accounts payable to brokerage clients | 113,637,365 | - | - | - | - | 113,637,365 | 113,637,365 |
| Repurchase agreements | 3,061,400 | 81,190,886 | 1,693,384 | - | - | 85,945,670 | 85,916,300 |
| Financial liabilities at fair value through profit or loss | 9,842,971 | 2,851,563 | 1,666,146 | 388,855 | - | 14,749,535 | 14,708,501 |
| Borrowings | 930,950 | 30,526 | 152,438 | 491,251 | - | 1,605,165 | 1,549,417 |
| Lease liabilities | 16,557 | 80,152 | 243,979 | 809,576 | 14,523 | 1,164,787 | 1,058,950 |
| Debt securities issued | - | 4,317,926 | 12,147,463 | 46,238,090 | 2,230,000 | 64,933,479 | 60,734,318 |
| Other accounts payable and other payables | 10,256,651 | - | - | - | - | 10,256,651 | 10,256,651 |
| Total | 137,745,894 | 117,249,298 | 32,285,121 | 47,927,772 | 2,244,523 | 337,452,608 | 332,735,032 |
64 FAIR VALUE DISCLOSURE
For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
Level 1: Inputs are quoted prices (unadjusted) in active market for identical assets or liabilities that the entity can access at the measurement date;
Level 2: Inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
Level 3: Inputs are unobservable inputs for the asset or liability.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
64 FAIR VALUE DISCLOSURE (Continued)
Fair value of the financial assets and financial liabilities that are not measured on a recurring basis
The fair value of financial assets and financial liabilities not measured at fair value on a recurring basis is estimated by the active market quotation or determined in accordance with discounted cash flow method.
The key parameters used in discounted cash flow method for financial instruments held by the Group that are not measured on a recurring basis include interest rates, foreign exchange rates and counterparty credit spreads.
The table below summarises the carrying amounts and expected fair values of those financial assets and liabilities not presented on the Group's consolidated statement of financial position at their fair values.
As at 31 December
| 2025 | 2024 | |||
|---|---|---|---|---|
| Carrying amount RMB'000 | Fair value RMB'000 | Carrying amount RMB'000 | Fair value RMB'000 | |
| Financial asset | ||||
| Debt instruments measured at amortised cost | 1,583,743 | 1,596,222 | 1,586,905 | 1,610,773 |
| Financial liability | ||||
| Debt securities issued | ||||
| - Corporate bonds | 49,870,357 | 50,371,236 | 34,812,335 | 35,716,429 |
| - Subordinated bonds | 19,956,204 | 20,171,133 | 20,279,393 | 20,676,902 |
| - Offshore bonds | 2,103,349 | 2,112,731 | 5,102,574 | 5,060,420 |
| - Income certificates | 520,119 | 519,888 | 540,016 | 539,762 |
| Total | 72,450,029 | 73,174,988 | 60,734,318 | 61,993,513 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
64 FAIR VALUE DISCLOSURE (Continued)
Fair value of the financial assets and financial liabilities that are not measured on a recurring basis (Continued)
As at 31 December 2025
| | Level 1 RMB'000 | Level 2 RMB'000 | Level 3 RMB'000 | Total RMB'000 | | --- | --- | --- | --- | --- | | Financial asset | | | | | | Debt instruments measured at amortised cost | – | 1,596,222 | – | 1,596,222 | | Financial liability | | | | | | Debt securities issued | – | 73,174,988 | – | 73,174,988 |
As at 31 December 2024
| | Level 1 RMB'000 | Level 2 RMB'000 | Level 3 RMB'000 | Total RMB'000 | | --- | --- | --- | --- | --- | | Financial asset | | | | | | Debt instruments measured at amortised cost | 1,159,317 | 451,456 | – | 1,610,773 | | Financial liability | | | | | | Debt securities issued | 56,393,331 | 5,600,182 | – | 61,993,513 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
64 FAIR VALUE DISCLOSURE (Continued)
Fair value of the financial assets and financial liabilities that are not measured on a recurring basis (Continued)
The fair values of the financial assets and financial liabilities included in the level 2 categories above have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant input being the discount rate that reflects the credit risk of respective group entities or counterparties.
Except for the above, the directors of the Company consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the Group’s statements of financial position approximate their fair values.
Fair value of the financial assets and financial liabilities that are measured at fair value on a recurring basis
If there is a reliable market quote for a financial instrument, the fair value of the financial instrument is measured based on quoted market price. If a reliable quoted market price is not available, the fair value of the financial instrument is estimated using valuation techniques. For the fair value of financial instruments and other assets categorised within Level 2, the valuation techniques applied include discounted cash flow, recent transaction price and net asset value method. The significant observable inputs used in the valuation techniques for Level 2 financial instruments and other assets include future cash flows estimated based on applying the interest yield curves, net asset values determined with reference to observable (quoted) prices of underlying investment portfolio and adjustments of related expenses, contractual terms, forward interest rates and forward exchange rates.
For financial instruments categorised within Level 3, fair values are determined by using valuation techniques, including valuation methods such as discounted cash flow model, comparable company analysis and recent financing price method. Determinations to classify fair value measures within Level 3 are generally based on the significance of the unobservable inputs to the overall fair value measurement.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
64 FAIR VALUE DISCLOSURE (Continued)
Fair value of the financial assets and financial liabilities that are measured at fair value on a recurring basis (Continued)
As at 31 December 2025
| | Level 1 RMB'000 | Level 2 RMB'000 | Level 3 RMB'000 | Total RMB'000 | | --- | --- | --- | --- | --- | | Assets: | | | | | | Debt instruments at FVOCI | | | | | | – Debt securities | – | 95,856,284 | 123,688 | 95,979,972 | | Equity instruments at FVOCI | | | | | | – Equity securities | 15,867,401 | 1,337 | 100,506 | 15,969,244 | | – Perpetual instruments | – | 13,245,692 | – | 13,245,692 | | – Other | 3,348,582 | 4,318 | – | 3,352,900 | | Financial assets at FVTPL | | | | | | – Debt securities | 651,564 | 44,688,785 | 38,763 | 45,379,112 | | – Equity securities | 4,989,839 | 42,509 | 2,991,707 | 8,024,055 | | – Funds | 17,390,822 | 14,214,014 | – | 31,604,836 | | – Other investments | – | 21,136,468 | 4,015,397 | 25,151,865 | | Derivative financial assets | – | 5,966,744 | 1,931,282 | 7,898,026 | | Other assets | – | 1,754,604 | – | 1,754,604 | | Total | 42,248,208 | 196,910,755 | 9,201,343 | 248,360,306 | | Liabilities: | | | | | | Financial liabilities at FVTPL | – | 10,656,515 | 17,195,825 | 27,852,340 | | Derivative financial liabilities | – | 5,741,455 | 1,544,808 | 7,286,263 | | Total | – | 16,397,970 | 18,740,633 | 35,138,603 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
64 FAIR VALUE DISCLOSURE (Continued)
Fair value of the financial assets and financial liabilities that are measured at fair value on a recurring basis (Continued)
As at 31 December 2024
| | Level 1 RMB'000 | Level 2 RMB'000 | Level 3 RMB'000 | Total RMB'000 | | --- | --- | --- | --- | --- | | Assets: | | | | | | Debt instruments at FVOCI | | | | | | – Debt securities | 52,622,444 | 57,839,597 | 57,870 | 110,519,911 | | Equity instruments at FVOCI | | | | | | – Equity securities | 10,652,043 | 22,313 | 173,627 | 10,847,983 | | – Perpetual instruments | 1,247,059 | 6,422,059 | – | 7,669,118 | | – Other | 1,113,270 | 4,229 | – | 1,117,499 | | Financial assets at FVTPL | | | | | | – Debt securities | 11,035,507 | 27,951,601 | 3,374 | 38,990,482 | | – Equity securities | 3,360,035 | 125,471 | 3,657,050 | 7,142,556 | | – Funds | 5,395,513 | 16,885,370 | – | 22,280,883 | | – Other investments | 2,007,416 | 16,593,229 | 3,174,765 | 21,775,410 | | Derivative financial assets | – | 933,807 | 1,031,324 | 1,965,131 | | Total | 87,433,287 | 126,777,676 | 8,098,010 | 222,308,973 | | Liabilities: | | | | | | Financial liabilities at FVTPL | 73,422 | 7,443,633 | 7,191,446 | 14,708,501 | | Derivative financial liabilities | – | 650,095 | 442,487 | 1,092,582 | | Total | 73,422 | 8,093,728 | 7,633,933 | 15,801,083 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
64 FAIR VALUE DISCLOSURE (Continued)
Fair value of the financial assets and financial liabilities that are measured at fair value on a recurring basis (Continued)
The following table presents the valuation techniques and inputs used for the major financial instruments in Level 3.
| Financial instruments | As at 31 December 2025 RMB'000 | Valuation technique(s) and key input(s) | Significant unobservable input(s) | Relationship of unobservable input(s) to fair value |
|---|---|---|---|---|
| Equity securities/ Associates | 3,473,431 (asset) | Calculated based on pricing/yield such as price-to-earnings (P/E), price-to-book value (P/B) and price-to-sales (P/S) ratio of comparable companies with an adjustment of discount for lack of marketability. | P/E multiples | |
| P/B multiples | ||||
| P/S multiples | ||||
| Discount for lack of marketability | The higher the multiples, the higher the fair value. The higher the discount, the lower the fair value. | |||
| Equity securities | 68,842 (asset) | The fair value is determined with reference to the quoted market prices with an adjustment of discount for lack of marketability. This discount is determined by option pricing model. The key input is historical volatility of the share prices of the securities. | Discount for lack of marketability | The higher the discount, the lower the fair value. |
| Equity securities/ Associates | 732,249 (asset) | Recent transaction price with an adjustment of discount for the marketability. | Discount for lack of marketability | The higher the discount, the lower the fair value. |
| Debt securities | 162,451 (asset) | Future cash flows are discounted by the risk adjusted discount rate of the bonds. | Discount rate | The higher the discount rate, the lower the fair value. |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
64 FAIR VALUE DISCLOSURE (Continued)
Fair value of the financial assets and financial liabilities that are measured at fair value on a recurring basis (Continued)
| Financial instruments | As at 31 December 2025 RMB'000 | Valuation technique(s) and key input(s) | Significant unobservable input(s) | Relationship of unobservable input(s) to fair value |
|---|---|---|---|---|
| Derivative financial instruments | 1,931,282 (asset) | |||
| 1,544,808 (liability) | The option pricing model is used which applies the option exercise price, the price and volatility of the underlying asset, the option exercise time, and the risk-free interest rate. | The volatility of the underlying asset for option | The higher the volatility, the greater the impact on the fair value. | |
| Income certificates designated at FVTPL | 16,965,877 (liability) | The option pricing model is used which applies the option exercise price, the price and volatility of the underlying asset, the option exercise time, and the risk-free interest rate. | The volatility of the underlying asset for option | The higher the volatility, the greater the impact on the fair value. |
| Other investments | 2,833,087 (asset) | |||
| 52,164 (liability) | The fair value is determined with reference to the net asset value of the underlying investments with an adjustment of discount for the credit risk of various counterparties. | Discount rate | The higher the discount rate, the lower the fair value. | |
| Interests attributable to other holders of consolidated structured entities | 177,784 (liability) | Shares of the net value of the structured entities, determined with reference to the net asset value of the structured entities, calculated based on pricing/yield of comparable companies with an adjustment of discount for lack of marketability of underlying investment portfolio and adjustments of related expenses. | P/E multiples | |
| P/B multiples | ||||
| P/S multiples | ||||
| Discount for lack of marketability | The higher the multiples, the higher the fair value. | |||
| The higher the discount, the lower the fair value. |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
64 FAIR VALUE DISCLOSURE (Continued)
Fair value of the financial assets and financial liabilities that are measured at fair value on a recurring basis (Continued)
In 2025, pursuant to the relevant provisions of the Securities Companies Financial Instruments Valuation Guidelines (2025 Revision) issued by the Securities Association of China, the valuation technique for fixed income investments held by the Group that are listed on securities exchanges or traded on transfer platforms (excluding convertible bonds) was changed from using closing prices to utilising valuation data provided by third-party valuation agencies. Consequently, the fair value hierarchy classification for the aforementioned fixed income investments has been transferred from Level 1 to Level 2.
The following tables represent the changes in Level 3 financial instruments for the relevant years.
Year ended 31 December 2025
| Equity Instruments at FVOCI RMB'000 | Financial assets at FVTPL RMB'000 | Debt Instruments at FVOCI RMB'000 | Financial liabilities at FVTPL RMB'000 | Derivative financial instruments RMB'000 | |
|---|---|---|---|---|---|
| At beginning of the year | 173,627 | 6,835,189 | 57,870 | (7,191,446) | 588,837 |
| Changes in fair value recognised in other comprehensive income | (13,949) | – | (171,493) | – | – |
| Changes in fair value recognised in profit or loss | – | (384,266) | – | (6,970) | (1,154,357) |
| Additions (Note a) | – | 1,745,386 | – | (16,880,550) | 557,008 |
| Transfer into Level 3 | – | 55,161 | 244,917 | – | – |
| Transfer out of Level 3 (Note b) | (1,744) | – | – | – | – |
| Disposals and settlements | (57,428) | (1,205,603) | (7,606) | 6,883,141 | 394,987 |
| At end of the year | 100,506 | 7,045,867 | 123,688 | (17,195,825) | 386,475 |
| Total (losses)/gains for assets/liabilities held at end of the year | |||||
| – unrealised losses recognised in other comprehensive income | (13,949) | – | (161,927) | – | – |
| – unrealised (losses)/gains recognised in profit or loss | – | (53,711) | – | 119,951 | 31,864 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
64 FAIR VALUE DISCLOSURE (Continued)
Fair value of the financial assets and financial liabilities that are measured at fair value on a recurring basis (Continued)
Year ended 31 December 2024
| Equity Instruments at FVOCI RMB’000 | Financial assets at FVTPL RMB’000 | Debt Instruments at FVOCI RMB’000 | Financial liabilities at FVTPL RMB’000 | Derivative financial instruments RMB’000 | |
|---|---|---|---|---|---|
| At beginning of the year | 188,359 | 8,023,490 | – | (7,457,974) | 819,867 |
| Changes in fair value recognised in other comprehensive income | (102,973) | – | – | – | – |
| Changes in fair value recognised in profit or loss | – | (1,155,465) | – | 26,995 | (449,579) |
| Additions (Note a) | 59,071 | 1,216,975 | – | (6,685,343) | 399,679 |
| Transfer into Level 3 | 29,170 | 624,307 | 57,870 | – | (104,486) |
| Transfer out of Level 3 (Note b) | – | (217,354) | – | – | – |
| Disposals and settlements | – | (1,656,764) | – | 6,924,876 | (76,644) |
| At end of the year | 173,627 | 6,835,189 | 57,870 | (7,191,446) | 588,837 |
| Total (losses)/gains for assets/liabilities held at end of the year | |||||
| – unrealised losses recognised in other comprehensive income | (61,877) | – | (26,212) | – | – |
| – unrealised (losses)/gains recognised in profit or loss | – | (746,560) | – | (38,565) | 644,138 |
Note a: These mainly included unlisted equity investments, restricted stocks and other investments with significant unobservable inputs applied in valuing these investments. Note b: These mainly included equity securities traded on stock exchanges with lock-up periods. They were transferred from Level 3 to Level 1 when the lock-up period lapsed and became unrestricted.
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
65 RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
The table below details changes in the Group's liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group's consolidated statement of cash flows as cash flows from financing activities.
| Items | 1 January 2025 | Increase for the year | Decrease for the year | 31 December 2025 | ||
|---|---|---|---|---|---|---|
| Cash | Non-cash | Cash | Non-cash | |||
| Borrowings | 1,549,417 | 23,991,367 | 19,341 | 23,758,427 | - | 1,801,698 |
| Short-term debt instruments | 5,678,905 | 13,502,832 | 78,755 | 12,739,617 | - | 6,520,875 |
| Debt securities issued | 60,734,318 | 26,493,752 | 1,691,558 | 16,469,599 | - | 72,450,029 |
| Lease liabilities | 1,058,950 | - | 272,468 | 383,039 | - | 948,379 |
| Financial liabilities at fair value through profit or loss | 6,978,165 | 31,993,042 | - | 21,844,041 | 161,289 | 16,965,877 |
| Total | 75,999,755 | 95,980,993 | 2,062,122 | 75,194,723 | 161,289 | 98,686,858 |
| Items | 1 January 2024 | Increase for the year | Decrease for the year | 31 December 2024 | ||
| --- | --- | --- | --- | --- | --- | --- |
| Cash | Non-cash | Cash | Non-cash | |||
| Borrowings | 1,700,024 | 3,176,103 | 111,994 | 3,438,704 | - | 1,549,417 |
| Short-term debt instruments | 2,797,700 | 7,274,761 | 73,961 | 4,467,517 | - | 5,678,905 |
| Debt securities issued | 60,157,845 | 17,994,611 | 1,848,943 | 19,267,081 | - | 60,734,318 |
| Lease liabilities | 547,475 | - | 907,799 | 396,324 | - | 1,058,950 |
| Financial liabilities at fair value through profit or loss | 7,144,110 | 14,475,862 | 359,047 | 15,000,854 | - | 6,978,165 |
| Total | 72,347,154 | 42,921,337 | 3,301,744 | 42,570,480 | - | 75,999,755 |
Annual Report 2025 DFZQ
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
66 SUBSEQUENT EVENTS
Issuance of corporate bonds
On 7 January 2026, the Company issued a corporate bond with par value of RMB3.0 billion, which bears interest rate at 1.77% with a term of 366 days; on 21 January 2026, the Company issued a short-term corporate bond with par value of RMB4.0 billion, which bears interest rate at 1.69% with a term of 245 days; on 10 March 2026, the Company issued two short-term corporate bonds with par value of RMB1.0 billion and RMB3.0 billion respectively, which bear interest rates at 1.61% and 1.63% with a term of 273 days and 361 days respectively.
Issuance of subordinated bonds
On 27 January 2026, the Company issued two subordinated bonds with par value of RMB0.5 billion and RMB4.5 billion respectively, which bear interest rates at 1.95% and 2.25% with a term of 3 years and 5 years respectively.
Issuance of offshore bond
On 27 January 2026, ORIENT ZHISHENG LIMITED, a subsidiary of the Group, issued an offshore bond in aggregate principal amount of RMB0.2 billion, which bears interest rate at 1.88% with a term of 1 year.
Proposed profit distribution
Pursuant to the Board resolution passed on 27 March 2026, it is proposed that cash dividends of RMB2.00 (tax inclusive) be distributed for every 10 shares based on the Company's existing share capital of 8,496,645 thousand shares deducting 61,546 thousand shares deposited in the Company's special securities account for repurchase as of 31 December 2025. This proposed distribution of cash dividends is subject to the approval of the Shareholders' general meetings.
Annual Report 2025 DFZQ
东方证券 —DFZQ—