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GF Securities Co., Ltd. — Annual Report 2026
Apr 16, 2026
50160_rns_2026-04-16_32fab1ac-0ed4-4081-8c3b-dd54ed06f87b.pdf
Annual Report
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廣泰證券股份有限公司
GF SECURITIES CO., LTD.
(A joint stock company incorporated in the People's Republic of China with limited liability)
Annual Report 2025
年度報告
Stock Code: 1776.HK 000776.SZ

Important Notice
The Board of Directors and the Directors, and senior management of the Company confirm the truthfulness, accuracy and completeness of the contents of this annual report and there is no misrepresentation, misleading statement or material omission from this annual report, and they accept joint and several responsibilities for the truthfulness, accuracy and completeness of the contents herein.
Mr. Lin Chuanhui (the Chairman), Ms. Sun Xiaoyan (the Chief Financial Officer) and Ms. Yu Lihong (the head of the accounting department of the Company) hereby declare that they confirm the truthfulness, accuracy and completeness of the financial report contained in this annual report.
All the directors attended the board meeting in respect of considering and approving this report.
The 2025 annual financial report of the Company prepared in accordance with IFRS Accounting Standards has been audited by Ernst & Young, who has issued a standard unqualified audit report. Unless otherwise indicated, the financial data stated in this report is denominated in RMB.
Forward-looking statements included in this annual report, including future plans, do not constitute a substantive commitment to investors by the Company. Investors and the parties concerned should maintain sufficient knowledge of the underlying risks and understand the differences among plans, projections and commitments.
The Company faces various risks in its operations, which mainly include liquidity risk, market risk, credit risk, compliance risk, operation risk, information technology risk, reputational risk, etc.. In response to the risks mentioned above, the Company has established and maintained a comprehensive internal control system, and a compliance and comprehensive risk management system to ensure that the Company operates healthily within an extent of controllable, predictable and tolerable risks. The Company reminds investors to read the full text of this annual report carefully and to pay particular attention to the above risk factors.
The proposed profit distribution plan of the Company was considered and passed by the Board of Directors: based on the number of the shares as at the dividend distribution registration date, a cash bonus of RMB5.00 (tax inclusive) per 10 shares will be paid to all shareholders. No bonus shares will be distributed and no capital reserves will be converted into share capital.
6
Annual Report 2025
目錄 / CONTENTS
| Important Notice | ||
|---|---|---|
| Definitions | 2 | |
| Section 1 | Company Profile | 6 |
| Section 2 | Key Accounting Data and Financial Indicators | 32 |
| Section 3 | Chairman’s Statement | 38 |
| Section 4 | Directors’ Report | 42 |
| Section 5 | Management Discussion and Analysis | 54 |
| Section 6 | Corporate Governance, Environment and Society | 102 |
| Section 7 | Significant Events | 180 |
| Section 8 | Changes in Shareholdings and Particulars about Shareholders | 218 |
| Section 9 | Bonds | 232 |
| Documents Available for Inspection | 273 | |
| Appendix | Independent Auditor’s Report, Consolidated Financial Statements and Notes | 276 |
DEFINITIONS
| Term | Definition |
|---|---|
| Articles of Association | Articles of Association of GF Securities Co., Ltd |
| Reporting Period | Year 2025 (January 1, 2025 to December 31, 2025) |
| the Company, Company, parent company, GF Securities | GF Securities Co., Ltd. |
| the Group, Group | the Company and its subsidiaries which fall within the scope of the consolidated financial statements |
| Jilin Aodong | Jilin Aodong Pharmaceutical Group Co., Ltd. (吉林敖東藥業集團股份有限公司) |
| Liaoning Cheng Da | Liaoning Cheng Da Co., Ltd. (遼寧成大股份有限公司) |
| Zhongshan Public Utilities | Zhongshan Public Utilities Group Co., Ltd. (中山公用事業集團股份有限公司) |
| HKSCC Nominees | HKSCC Nominees Limited |
| GF Fund | GF Fund Management Co., Ltd. (廣發基金管理有限公司) |
| GFHK | GF Holdings (Hong Kong) Corporation Limited (廣發控股(香港)有限公司) |
| GF Securities (Hong Kong) | GF Securities (Hong Kong) Brokerage Limited (廣發證券(香港)經紀有限公司) |
| GF Asset Management (Hong Kong) | GF Asset Management (Hong Kong) Limited (廣發資產管理(香港)有限公司) |
| GF Investments (Hong Kong) | GF Investments (Hong Kong) Company Limited (廣發投資(香港)有限公司) |
| GF Capital (Hong Kong) | GF Capital (Hong Kong) Limited (廣發融資(香港)有限公司) |
| GF Global Capital | GF Global Capital Limited (廣發全球資本有限公司) |
| GF Futures | GF Futures Co., Ltd. (廣發期貨有限公司) |
| GF Futures (Hong Kong) | GF Futures (Hong Kong) Co., Limited (廣發期貨(香港)有限公司) |
| GF Futures (Singapore) | GF Futures (Singapore) Pte. Ltd. |
| GF Financial Markets (UK) | GF Financial Markets (UK) Limited |
DEFINITIONS
| Term | Definition |
|---|---|
| GF Xinde | GF Xinde Investment Management Co., Ltd. (廣發信德投資管理有限公司) |
| GF Qianhe | GF Qianhe Investment Co., Ltd. (廣發乾和投資有限公司) |
| GF Asset Management | GF Securities Asset Management (Guangdong) Co., Ltd. (廣發證券資產管理(廣東)有限公司) |
| GFFL | Guangfa Financial Leasing (Guangdong) Co., Ltd. (廣發融資租賃(廣東)有限公司) |
| Guangdong Equity Exchange | Guangdong Equity Exchange Co., Ltd. (廣東股權交易中心股份有限公司) |
| E Fund | E Fund Management Co., Ltd. (易方達基金管理有限公司) |
| Value Partners Group | Value Partners Group Limited (惠理集團有限公司) |
| GF Charity Foundation | GF Securities Social Charity Foundation in Guangdong Province |
| ECT | E-Capital Transfer Co., Ltd. (證通股份有限公司) |
| CSF | China Securities Finance Corporation Limited (中國證券金融股份有限公司) |
| the PRC | Mainland China |
| CSRC | the China Securities Regulatory Commission |
| CIRC | the former China Insurance Regulatory Commission |
| Guangdong Bureau of the CSRC | Guangdong Bureau of the China Securities Regulatory Commission |
| SSE | the Shanghai Stock Exchange |
| SZSE | the Shenzhen Stock Exchange |
| BSE | the Beijing Stock Exchange |
| SZSE Listing Rules | Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange |
| Company Law | Company Law of the PRC (《中華人民共和國公司法》) |
| Securities Law | Securities Law of the PRC (《中華人民共和國證券法》) |
Annual Report 2025
DEFINITIONS
| Term | Definition |
|---|---|
| Hong Kong Stock Exchange | The Stock Exchange of Hong Kong Limited |
| Hong Kong Listing Rules | Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited |
| SFC | the Securities and Futures Commission of Hong Kong |
| SFO | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
| Model Code | the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Hong Kong Listing Rules |
| CG Code | the Corporate Governance Code as set out in Appendix C1 to the Hong Kong Listing Rules |
| margin financing and securities lending | the operating activities engaged by the Company in which loans are provided to customers for purchasing listed securities (margin financing) or listed securities are borrowed by customers for sale (securities lending) with collaterals provided by customers |
| Stock Index Futures | a financial futures contract using stock price index as the subject matter, that is, a standard form of contract to be entered into by both parties which stipulates the performance of a transaction on stock price index at an agreed price on a specific date in future, and in which the stock price index of a stock market is the subject matter of the transaction |
| Stock Pledged Repo Transaction | a transaction in which a qualified borrower pledges his shares or other securities held as collaterals to obtain financing funds from a quailed lender, and agrees to repay the funds on a future date to release the pledge |
| Security Transactions with Repurchase Agreement | a transaction in which a qualified customer sells the subject securities at an agreed price to the securities company which is the custodian of such securities, and agrees to purchase the subject securities from the securities company at another agreed price on a future date, and the securities company will return the relevant yields generated by the subject securities during the period pending for repurchase to the customer pursuant to the agreement signed with the customer |
| NEEQ | National Equities Exchange and Quotations (全國中小企業股份轉讓系統), also known as new third board (新三板) |
DEFINITIONS
| Term | Definition |
|---|---|
| QDII | Qualified Domestic Institutional Investors |
| QFII | Qualified Foreign Institutional Investors |
| RQFII | RMB Qualified Foreign Institutional Investors |
| QDLP | Qualified Domestic Limited Partner |
| ETF | Exchange Traded Funds, an open index fund available for trading, commonly known as Exchange Traded Fund, which is an open fund listed for trading on a stock exchange with variable portions of the fund components |
| FICC | Fixed Income, Currencies & Commodities |
| ISDA Agreements | the standard agreement text and ancillary documents for international OTC derivatives transactions provided by International Swaps and Derivatives Association |
| GMRA Agreements | Global Master Repurchase Agreement |
| VaR | Value at Risk |
| A Share(s) | domestic shares of the Company with a nominal value of RMB1.00 each, which are listed on the domestic stock exchange and traded in Renminbi |
| H Share(s) | foreign shares of the Company with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars |
| CPA, auditor, Ernst & Young | Ernst & Young Hua Ming LLP and Ernst & Young, accounting firms appointed by the Company |
| Wind | Wind Information Co., Ltd, a financial terminal which provides the customers with financial data and analytic tools |
| DMI | Dealing Matrix International |
| Dealogic | Dealogic Ltd., an international financial data and information provider |
In this 2025 annual report, some total figures may be slightly deviated in the last digit from the sum of direct aggregation of all amounts. Such discrepancy is due to the rounding up calculation of decimal places.
SECTION 1
COMPANY PROFILE
6
Annual Report 2025

COMPANY PROFILE
I. COMPANY INFORMATION
| Stock Name | GF SEC | Stock Code | 000776 (SZSE); 1776 (Hong Kong Stock Exchange) | | --- | --- | --- | --- | | Listing venues of the Shares | | SZSE and Hong Kong Stock Exchange | | | Name in Chinese | | 廣發證券股份有限公司 | | | Short Name in Chinese | | 廣發證券 | | | Name in English | | GF Securities Co., Ltd. | | | Short Name in English | | GF SECURITIES | | | Legal Representative of the Company | | Lin Chuanhui | | | General Manager of the Company | | Qin Li | | | Registered Address | | Room 618, 2 Tengfei 1st Road, Sino-Singapore Guangzhou Knowledge City, Huangpu District, Guangzhou, Guangdong | | | Postal Code of the Registered Address | | 510555 | | | Historical Changes of the Company's Registered Address | | On February 9, 2010, “Yan Bian Road” was renamed as “GF Securities” and its registered address was changed to 43rd Floor (Room 4301-4316), Metro Plaza, No. 183-187, Tianhe North Road, Tianhe District, Guangzhou. On May 15, 2017, the registered address of the Company was changed to Room 618, 2 Tengfei 1st Road, Sino-Singapore Guangzhou Knowledge City, Huangpu District, Guangzhou, Guangdong | | | Business Address | | GF Securities Tower, 26 Machang Road, Tianhe District, Guangzhou, Guangdong | | | Postal Code of the Business Address | | 510627 | | | Principal Business Address in Hong Kong | | 27/F, GF Tower, 81 Lockhart Road, Wan Chai, Hong Kong | | | Company Website | | www.gf.com.cn | | | Company E-mail | | [email protected] | | | Tel | | 0086-20-66338888 | | | Customer Service Hotline | | 0086-95575 | | | Registered Capital of the Company | | RMB7,605,845,511 (As of December 31, 2025) | | | Net Capital of the Company | | RMB98,531,065,902.55 | |
Note: as at the date of this report, the registered capital of the Company is RMB7,824,845,511.
II. CONTACT PERSONS AND CONTACT INFORMATION
Secretary of the Board/Securities Affairs Representative
| Name | Yin Zhongxing |
|---|---|
| Address | 58th Floor, GF Securities Tower, 26 Machang Road, Tianhe District, Guangzhou, Guangdong |
| Tel | 0086-20-87550265/0086-20-87550565 |
| Fax | 0086-20-87554163 |
| [email protected] |
COMPANY PROFILE
III. INFORMATION DISCLOSURE AND PLACE OF INSPECTION
Website of the stock exchange where the Company discloses its A-share annual report the website of SZSE (www.szse.cn)
Website of the stock exchange where the Company discloses its H-share annual report the HKEXnews website of the Hong Kong Stock Exchange (www.hkexnews.hk)
Media name and website address where the Company discloses its annual report China Securities Journal, Securities Times, Shanghai Securities News, Securities Daily and www.cninfo.com.cn
Place where the annual report of the Company is available for inspection 51st Floor, GF Securities Tower, 26 Machang Road, Tianhe District, Guangzhou, Guangdong
IV. CHANGES IN REGISTRATION INFORMATION
Unified social credit code 91440000126335439C
Changes in the principal business of the Company since the listing of the Company The Company’s principal business has not changed since its listing
Changes in controlling shareholders Not applicable
V. QUALIFICATIONS OF INDIVIDUAL BUSINESSES
| No. | Type of License | Approval Authority | Issue Date |
|---|---|---|---|
| 1 | Permit for Operations of Securities and Futures Business | CSRC | November 1998 |
| 2 | Qualification for entry into the national inter-bank market (conducting interbank lending, sales and trading of bonds, spot bonds transactions and bond repurchase businesses) | PBOC | September 1999 |
| 3 | Membership of the national interbank lending market | China Foreign Exchange Trading System & National Interbank Funding Center | November 1999 |
| 4 | Qualification for online entrusted securities trading business | CSRC | February 2001 |
| 5 | Qualification for entrusted investment management business | CSRC | May 2002 |
| 6 | Qualification for open-end securities investment fund distribution business | CSRC | August 2002 |
| 7 | Pilot securities firm to carry on relevant innovative activities | Securities Association of China | December 2004 |
COMPANY PROFILE
| No. | Type of License | Approval Authority | Issue Date |
|---|---|---|---|
| 8 | Qualification as an eligible clearing participant for purchasing warrants (Qualification for warrants clearing business of China Securities Depository and Clearing Corporation Limited) | China Securities Depository and Clearing Corporation Limited | August 2005 |
| 9 | Short-term financing bill underwriting business | PBOC | September 2005 |
| 10 | Qualification for quotation transfer business | Securities Association of China | January 2006 |
| 11 | Clearing participant of China Securities Depository and Clearing Corporation Limited | China Securities Depository and Clearing Corporation Limited | March 2006 |
| 12 | Membership of SSE | SSE | April 2007 |
| 13 | Membership of SZSE | SZSE | April 2007 |
| 14 | Qualification of level one dealer on the SSE Integrated Electronic Platform for Fixed Income Securities | SSE | July 2007 |
| 15 | Class A clearing participant of China Securities Depository and Clearing Corporation Limited | China Securities Depository and Clearing Corporation Limited | August 2007 |
| 16 | Qualification for providing intermediary services for futures companies | CSRC | May 2008 |
| 17 | Qualification of qualified investor of block trade system | SSE | June 2008 |
| 18 | Qualification for margin financing and securities lending | CSRC | March 2010 |
| 19 | Membership of Chongqing Share Transfer Center | Chongqing Share Transfer Center | July 2011 |
| 20 | License for Operating Foreign Exchange in Securities Business | State Administration of Foreign Exchange | August 2011 |
| 21 | Qualified Domestic Institutional Investor (QDII) qualification for overseas securities investment management business | Guangdong Bureau of the CSRC | November 2011 |
| 22 | Qualification for bond-pledged repo business authorization | SSE | November 2011 |
| 23 | Alternative investment business (conducted through GF Qianhe) | Guangdong Bureau of the CSRC | January 2012 |
| 24 | Qualification for provision of marketing unit for insurance institutional investors | CIRC | January 2012 |
| 25 | Pilot business to underwrite SME private bonds | Securities Association of China | June 2012 |
COMPANY PROFILE
| No. | Type of License | Approval Authority | Issue Date |
|---|---|---|---|
| 26 | Qualification for the participation in proprietary business of securities firms in the interest rate swap investment and transaction | Guangdong Bureau of the CSRC | July 2012 |
| 27 | Qualification for the first batch of pilot work for refinancing business of China Securities Finance Corporation Limited | CSF | August 2012 |
| 28 | Trading permission for Security Transactions with Repurchase Agreement | SSE | September 2012 |
| 29 | Qualification for entrusted management insurance fund | CIRC | October 2012 |
| 30 | Qualification for main underwriting business of debt financing instruments for non-financial businesses | National Association of Financial Market Institutional Investors | November 2012 |
| 31 | Qualification for OTC trading business | Securities Association of China | December 2012 |
| 32 | Qualification for the swap transaction business of equity income | Securities Association of China | January 2013 |
| 33 | Trading authorization for Security Transactions with Repurchase Agreement | SZSE | January 2013 |
| 34 | Qualification for stock index futures business of China Financial Futures Exchange | China Financial Futures Exchange | January 2013 |
| 35 | Authorization for lending transaction of refinancing securities | SSE | February 2013 |
| 36 | Business qualification as a lead brokerage (sponsorship business and brokerage business) | National Equites Exchange and Quotations Co., Ltd. | March 2013 |
| 37 | Member of Guangzhou Financial Association | Guangzhou Financial Association | March 2013 |
| 38 | Qualification of the sales agent for financial products | Guangdong Bureau of the CSRC | May 2013 |
| 39 | Membership certificate of the Asset Management Association of China | Asset Management Association of China | May 2013 |
| 40 | Authorization for Stock Pledged Repo Transaction | SSE | June 2013 |
| 41 | Authorization for Stock Pledged Repo Transaction | SZSE | June 2013 |
| 42 | Membership of Zhejiang Equity Exchange | Securities Association of China | August 2013 |
| 43 | Qualification for proprietary business of Shanghai Futures Exchange | Shanghai Futures Exchange | September 2013 |
COMPANY PROFILE
| No. | Type of License | Approval Authority | Issue Date |
|---|---|---|---|
| 44 | Qualification for ETF liquidity service provider business (Bosera S&P 500ETF, E Fund SSE & SZSE 300ETF, HuaAn SSE 180ETF, HuaAn SSE Gold ETF) | SSE | September 2013 |
| 45 | License for part-time insurance agency | CIRC Guangdong Bureau | November 2013 |
| 46 | Securities fund consumption payment services for clients | CSRC | December 2013 |
| 47 | Qualification for pilot work of comprehensive custody business of private equity | CSRC | January 2014 |
| 48 | Qualification for pledged repo business authorization | SZSE | April 2014 |
| 49 | Qualification for pilot work of receipt certificates | Securities Association of China | May 2014 |
| 50 | Qualification for custody business of securities investment funds | CSRC | May 2014 |
| 51 | Qualification on the Dalian Equity Exchange | Securities Association of China | June 2014 |
| 52 | Qualification for the mutual swap and central clearing of Renminbi interest rates | Interbank Market Settlement Co., Limited (銀行間市場清算所股份有限公司) | June 2014 |
| 53 | Qualification on the Gansu Equity Exchange Center | Securities Association of China | July 2014 |
| 54 | Qualification for market-making business on the National Equities Exchange and Quotations | National Equities Exchange and Quotations Co., Ltd. | July 2014 |
| 55 | Qualification for the swap transaction business of OTC equity income | Securities Association of China | July 2014 |
| 56 | Qualification for pilot work of Internet securities business | Securities Association of China | September 2014 |
| 57 | Qualification for Hong Kong Stock Connect business authorization | SSE | October 2014 |
| 58 | Qualification for agency services business for gold and other precious metal spot contracts and proprietary trading for spot gold contract | CSRC | January 2015 |
| 59 | Qualification for stock option marketmaking business | CSRC | January 2015 |
| 60 | Qualification for options settlement business | China Securities Depository and Clearing Corporation Limited | January 2015 |
| 61 | Qualification as a stock options trading participant | SSE | January 2015 |
COMPANY PROFILE
| No. | Type of License | Approval Authority | Issue Date |
|---|---|---|---|
| 62 | Qualification for the SSE 50ETF options market-making business | SSE | January 2015 |
| 63 | Qualifications for financing-oriented option exercise business and restricted securities lending business with respect to share incentive schemes of listed companies | SZSE | January 2015 |
| 64 | Membership certificate of the Shanghai Gold Exchange | Shanghai Gold Exchange | April 2015 |
| 65 | Member of China Futures Association (ordinary member) | China Futures Association | May 2015 |
| 66 | Opening accounts through one-way video | China Securities Depository and Clearing Corporation Limited | June 2015 |
| 67 | Filing Certificate of Private Equity Outsourcing Institutions | Asset Management Association of China | June 2015 |
| 68 | Qualification as a market maker in the national interbank bond market | PBOC | January 2016 |
| 69 | Interbank Market operations clearing membership | Interbank Market Settlement Co., Limited (銀行間市場清算所股份有限公司) | September 2016 |
| 70 | Qualification for Hong Kong Stock Connect business authorization under Shenzhen-Hong Kong Stock Connect | SZSE | November 2016 |
| 71 | Membership of foreign currency funding in interbank funding market | China Foreign Exchange Trading System | March 2017 |
| 72 | “Bond Connect” quotation bureau qualification | National Interbank Funding Center | July 2017 |
| 73 | Qualification to issue credit-linked notes | National Association of Financial Market Institutional Investors | August 2017 |
| 74 | Qualification to issue credit risk mitigation certificates | National Association of Financial Market Institutional Investors | August 2017 |
| 75 | Qualification of core dealer of credit risk mitigation instruments | National Association of Financial Market Institutional Investors | August 2017 |
| 76 | Qualification for interbank gold inquiry business | Shanghai Gold Exchange | December 2017 |
| 77 | Pilot cross-border business | CSRC | April 2018 |
| 78 | Qualification for regular clearing membership for central clearing businesses of credit default swaps | Interbank Market Settlement Co., Limited (銀行間市場清算所股份有限公司) | June 2018 |
| 79 | Qualification for sale and purchase of foreign exchange | CSRC | July 2018 |
| 80 | Qualification as a primary dealer for over-the-counter options business | Securities Association of China | August 2018 |
COMPANY PROFILE
| No. | Type of License | Approval Authority | Issue Date |
|---|---|---|---|
| 81 | Qualification for credit derivative business | CSRC | December 2018 |
| 82 | Qualification as a dealer for commodity swap business | Dalian Commodity Exchange | December 2018 |
| 83 | Qualification of core dealer of credit protection contract | SSE | February 2019 |
| 84 | Qualification for business as lead market maker of listed funds | SSE | February 2019 |
| 85 | Qualification for membership of the China Banking Association | China Banking Association | September 2019 |
| 86 | Authorization for opening stock options business | SZSE | December 2019 |
| 87 | Qualification for primary market maker of CSI 300ETF Options business | SSE | December 2019 |
| 88 | Qualification for primary market maker of CSI 300ETF Options business | SZSE | December 2019 |
| 89 | Qualification for creating credit protection certificate | SSE | December 2019 |
| 90 | Qualification for participating in securities refinancing business on ChiNext | CSF | August 2020 |
| 91 | Qualification for accessing into the China’s commercial paper trading system | Shanghai Commercial Paper Exchange Corporation Ltd. | August 2020 |
| 92 | First batch of forward quoters for The Agricultural Development Bank of China standard bonds | National Interbank Funding Center | October 2020 |
| 93 | Qualification for market-oriented agreed application of securities refinancing business on the STAR Market | CSF | July 2021 |
| 94 | Membership of BSE | BSE | November 2021 |
| 95 | Qualification for pilot work of virtual position QFII model | SZSE | December 2021 |
| 96 | SSE E-interactive Platform Information Reprinting License | Shanghai Stock Exchange Information Network Co., Ltd. | December 2021 |
| 97 | Qualification for market maker of the Fund Access Platform of the Shenzhen Stock Exchange | SZSE | February 2022 |
| 98 | Qualification for pilot work of corporate counsel | Guangdong Department of Justice | May 2022 |
COMPANY PROFILE
| No. | Type of License | Approval Authority | Issue Date |
|---|---|---|---|
| 99 | Qualification for primary market maker of CSI 500ETF Options business | SSE | September 2022 |
| 100 | Qualification for market maker of ChiNext ETF Options business | SZSE | September 2022 |
| 101 | Qualification for market maker of CSI 500ETF Options business | SZSE | September 2022 |
| 102 | Qualification for pilot account management function optimization business | CSRC | November 2022 |
| 103 | Qualification for pilot work of national blockchain innovation application | China Central Depository & Clearing Co., Ltd. | December 2022 |
| 104 | Qualification for stock index options | CSRC | January 2023 |
| 105 | Pilot qualification for liquidity foreign exchange management | CSRC | April 2023 |
| 106 | Qualification of main market maker of China AMC STAR 50ETF options | SSE | June 2023 |
| 107 | Qualification of main market maker of E Fund STAR 50ETF options | SSE | June 2023 |
| 108 | Qualification of account opening agency for China Insurance Insurance Asset Registration Trading Company | China Insurance Insurance Asset Registration Trading Company | September 2023 |
| 109 | Qualification of carrying out lead underwriting business independently | National Association of Financial Market Institutional Investors | November 2023 |
| 110 | Qualification for swap facility business | CSRC | October 2024 |
| 111 | Qualification for cross-boundary wealth management connect pilot | CSRC, Guangdong Branch of the People’s Bank of China | November 2024 |
| 112 | Qualification for listed securities market making trading business | CSRC | November 2024 |
| 113 | Qualification for participation in carbon emissions trading business | CSRC | December 2024 |
The qualifications of individual business that the Company has obtained in 2025 include:
| 1 | Qualification for Southbound Trading business | People’s Bank of China | September 2025 |
|---|---|---|---|
| 2 | Qualification for participation in market making and securities lending business on the STAR Market | CSF | November 2025 |
COMPANY PROFILE
Membership and qualifications of individual business that the controlling subsidiaries of the Company have obtained include:
| No. | Type of License | Approval Authority | Issue Date |
|---|---|---|---|
| Membership and business qualifications obtained by GF Fund and its subsidiaries | |||
| 1 | Permit for Operations of Securities and Futures Business | CSRC | July 2003 |
| 2 | Client-specific asset management | CSRC | February 2008 |
| 3 | Qualified Domestic Institutional Investor (QDII) | CSRC | January 2009 |
| 4 | Entrusted Domestic Investment Manager of National Social Security Fund | National Council for Social Security | December 2010 |
| 5 | Type 4: advising on securities | SFC | September 2011 |
| 6 | Type 9: asset management | SFC | September 2011 |
| 7 | RMB Qualified Foreign Institutional Investor (RQFII) | CSRC | August 2012 |
| 8 | Entrusted investment managers of insurance funds | CIRC | October 2012 |
| 9 | Permit for Operations of Securities and Futures Business (Client-specific asset management) | CSRC | June 2013 |
| 10 | Entrusted asset management investment managers of Insurance Security Fund | China Insurance Security Fund Co., Ltd. | August 2013 |
| 11 | Qualified Foreign Institutional Investors (QFII) | CSRC | September 2013 |
| 12 | Financial Services Commission of South Korea — investment consulting business license (Foreign Investment Adviser) | Financial Services Commission of South Korea | November 2013 |
| 13 | Type 1: dealing in securities | SFC | March 2014 |
| 14 | Investment advisory (US Investment Adviser) | U.S. Securities and Exchange Commission (SEC) | May 2014 |
| 15 | Basic pension insurance fund securities investment management agency | National Council for Social Security | December 2016 |
| 16 | Hong Kong Shares Investment Advisory Institution | Asset Management Association of China | October 2018 |
| 17 | Fund investment advisory business | CSRC | June 2021 |
| 18 | Qualified domestic limited partnership qualification for pilot business of overseas investment enterprises | Financial Development Bureau of Guangdong-Macao In-Depth Cooperation Zone in Hengqin | December 2021 |
| 19 | Qualified domestic limited partnership (QDLP) qualification for pilot overseas investment fund management enterprises | Joint Meeting Office on Pilot Overseas Investment of Qualified Domestic Limited Partnership of Guangdong-Macao In-Depth Cooperation Zone in Hengqin | January 2023 |
COMPANY PROFILE
| No. | Type of License | Approval Authority | Issue Date |
|---|---|---|---|
| Membership and business qualifications obtained by GF Futures and its subsidiaries | |||
| 1 | Qualification for commodity futures brokerage business | CSRC | March 1993 |
| 2 | Exempted Membership | National Futures Association (NFA) | November 1993 |
| 3 | Membership | Intercontinental Exchange, Inc. | March 2005 |
| 4 | Type 2: dealing in futures contracts | SFC | February 2007 |
| 5 | Futures Exchange Participant | Hong Kong Futures Exchange Limited (Hong Kong) | May 2007 |
| 6 | HKCC Participant | HKFE Clearing Corporation Limited (Hong Kong) | May 2007 |
| 7 | Qualification for financial futures brokerage business | CSRC | August 2007 |
| 8 | Membership | China Financial Futures Exchange | February 2008 |
| 9 | Membership | Shanghai Futures Exchange | June 2008 |
| 10 | Membership | ICE Clear Europe | September 2008 |
| 11 | Membership | Dalian Commodity Exchange | December 2008 |
| 12 | Membership | Zhengzhou Commodity Exchange | March 2009 |
| 13 | Membership | Metal Material Circulation Association of Guangdong Province | July 2011 |
| 14 | Qualification for futures investment consulting business | CSRC | August 2011 |
| 15 | Trading membership | Singapore Exchange Derivatives Trading Limited | August 2011 |
| 16 | Qualification for asset management business | CSRC | November 2012 |
| 17 | Pilot business filed for record: warehouse financing services and basis trading business | China Futures Association | March 2013 |
| 18 | Membership | Sugar Association of London | June 2013 |
| 19 | Membership | Futures Industry Association (FIA) | August 2013 |
| 20 | Category 1, ring dealing membership | London Metal Exchange | January 2014 |
| 21 | Non-trading membership | London Stock Exchange | February 2014 |
| 22 | Qualification for fund sales business | Guangdong Bureau of the CSRC | February 2015 |
| 23 | Pilot business filed for record: OTC derivatives business | China Futures Association | April 2015 |
| 24 | Membership | China Futures Association | May 2015 |
| 25 | Associate membership | Insurance Asset Management Association of China | December 2015 |
COMPANY PROFILE
| No. | Type of License | Approval Authority | Issue Date |
|---|---|---|---|
| 26 | Qualification for RMB Qualified Foreign Institutional Investor (RQFII) | CSRC | April 2016 |
| 27 | Membership | National Association of Financial Market Institutional Investors | November 2016 |
| 28 | Membership | Shanghai International Energy Exchange | May 2017 |
| 29 | Pilot business filed for record: marketmaking business | China Futures Association | October 2017 |
| 30 | Membership | Asset Management Association of China | July 2018 |
| 31 | Membership | Shanghai Futures Association | August 2018 |
| 32 | Participant of stock option trading on the Shanghai Stock Exchange | SSE | December 2018 |
| 33 | Qualification for options clearing business | China Securities Depository and Clearing Corporation Limited | December 2018 |
| 34 | Trading participant of the Shenzhen Stock Exchange | SZSE | January 2020 |
| 35 | Hazardous chemical products business permit | Emergency Management Bureau of Pudong New Area, Shanghai | August 2020 |
| 36 | Membership | Guangzhou Futures Exchange | June 2022 |
| 37 | Administrative license for directory registration of importers | Shanghai Branch of the State Administration of Foreign Exchange | June 2022 |
| 38 | Capital Markets Services License | Monetary Authority of Singapore | February 2026 |
COMPANY PROFILE
| No. | Type of License | Approval Authority | Issue Date |
|---|---|---|---|
| Membership and business qualifications obtained by GFHK and its subsidiaries | |||
| 1 | Type 1: dealing in securities | SFC | January 2007 |
| 2 | Type 6: advising on corporate finance | SFC | January 2007 |
| 3 | Stock Exchange Participant | Hong Kong Stock Exchange | February 2007 |
| 4 | Type 4: advising on securities | SFC | November 2007 |
| 5 | Type 9: asset management | SFC | November 2007 |
| 6 | Business license for securities investment | CSRC | December 2011 |
| 7 | RMB Qualified Foreign Institutional Investor (RQFII) Qualification | CSRC | December 2011 |
| 8 | Approval for RMB Qualified Foreign Institutional Investor (RQFII) investment quota | State Administration of Foreign Exchange (PRC) | January 2012 |
| 9 | Account opening license | PBOC Shenzhen Central Sub-branch (PRC) | February 2012 |
| 10 | Qualified Foreign Institutional Investor Qualification | CSRC | January 2015 |
| 11 | Approval for QFII investment quota and related account opening | State Administration of Foreign Exchange (PRC) | March 2015 |
| 12 | Options Trading Exchange Participant | Hong Kong Stock Exchange | November 2015 |
| 13 | Direct Clearing Participant | The SEHK Options Clearing House Limited | November 2015 |
| 14 | System account | Beijing Financial Assets Exchange | October 2020 |
| 15 | Membership | National Association of Financial Market Institutional Investors | October 2020 |
| 16 | Business license for insurance brokerage: (general & long term (including Linked Long-Term Insurance)) | Hong Kong Insurance Authority | June 2021 |
| 17 | SPAC Exchange Participants | Hong Kong Stock Exchange | March 2022 |
| 18 | Membership of the Central Moneymarkets Unit | Hong Kong Monetary Authority | March 2025 |
COMPANY PROFILE
| No. | Type of License | Approval Authority | Issue Date |
|---|---|---|---|
| Membership and business qualifications obtained by GF Asset Management | |||
| 1 | Qualified Domestic Institutional Investor (QDII) qualification for overseas securities | CSRC | December 2013 |
| 2 | Permit for Operations of Securities Business (securities asset management) | CSRC | March 2014 |
| 3 | Member of National Association of Financial Market Institutional Investors | National Association of Financial Market Institutional Investors | July 2015 |
| 4 | Investment Manager Qualification for Management of Entrusted Investment of Insurance Funds | CIRC | March 2016 |
| Membership and business qualifications obtained by GF Qianhe | |||
| 1 | Membership | Securities Association of China | May 2017 |
| Membership and business qualifications obtained by GFFL | |||
| 1 | Membership | Guangdong Financial Leasing Association | April 2016 |
| 2 | Membership | Guangzhou Financial Leasing Industry Alliance | April 2016 |
| 3 | Membership | Guangzhou Nansha Financial Industry Association | November 2018 |
| Membership and business qualifications obtained by GF Xinde | |||
| 1 | Membership | Securities Association of China | April 2017 |
| 2 | Membership | Asset Management Association of China | March 2018 |
COMPANY PROFILE
VI. COMPANY HISTORY AND DEVELOPMENT
With the approval of the PBOC, Guangdong Development Bank (廣東發展銀行) (currently known as China Guangfa Bank Co., Ltd.) established a securities department on April 9, 1991. On May 21, 1993, the Guangdong Administration for Industry and Commerce approved the due establishment of the Securities Department of Guangdong Development Bank (廣東發展銀行證券業務部). On January 25, 1994, the Company was converted into Guangdong Guangfa Securities Company (廣東廣發證券公司) whose capital was contributed by Guangdong Development Bank with its own funds.
On December 26, 1996, the Company was converted into a limited liability company and its name was changed to Guangfa Securities Limited Liability Company (廣發證券有限責任公司). On August 26, 1999, the Company was spun off from Guangdong Development Bank as required by the sectoral regulations applicable to the financial industries under the PRC laws. On July 25, 2001, the Company was converted into a joint stock company and its name was changed to GF Securities Co., Ltd. (廣發證券股份有限公司) (the "Original Guangfa").
On February 12, 2010, the Company became listed on the SZSE by completing a reverse takeover of Yan Bian Road Construction Co., Ltd. (延邊公路建設股份有限公司) ("Yan Bian Road"), a company listed on the SZSE with the stock code of 000776 (the "Reverse Takeover"). The key steps of the Reverse Takeover were as follows:
The repurchase by Yan Bian Road of 84,977,833 shares from one of its then shareholders, Jilin Aodong Pharmaceutical Group Co., Ltd. (吉林鼓東藥業集團股份有限公司);
The issuance of 2,409,638,554 shares by Yan Bian Road to shareholders of the Original Guangfa in exchange for all the then existing shares of the Original Guangfa;
As a result of the Reverse Takeover, the Original Guangfa transferred all of its assets and employees to Yan Bian Road and was deregistered on February 10, 2010.
As part of the Reverse Takeover, the name of Yan Bian Road was changed to "GF Securities Co., Ltd."
COMPANY PROFILE
MAJOR CHANGES IN SHARE CAPITAL
Upon its establishment on May 21, 1993, the Company’s registered capital was RMB10,000,000.
On January 25, 1994, the Company increased its registered capital to RMB150,000,000.
On November 1, 1995, the Company increased its registered capital to RMB200,000,000.
On December 26, 1996, the Company increased its registered capital to RMB800,000,000.
On December 14, 1999, the Company increased its registered capital to RMB1,600,000,000.
On July 25, 2001, the Company was converted into a joint stock company with registered share capital of RMB2,000,000,000.
On February 10, 2010, as a result of the Reverse Takeover, the Company’s share capital increased to RMB2,507,045,732.
On August 17, 2011, the Company issued 452,600,000 A Shares to 10 investors by way of private placement. As a result, the Company’s share capital increased to RMB2,959,645,732.
On September 17, 2012, the Company increased its share capital to RMB5,919,291,464 through the capitalization of its capital reserves on the basis of 10 shares for every 10 shares.
On April 10, 2015, the Company was listed for trading on the Main Board of the Hong Kong Stock Exchange. Upon full exercise of the over-allotment options, the Company issued a total of 1,701,796,200 H Shares and increased its share capital to RMB7,621,087,664.
On February 25, 2025, the Company completed the cancellation and repurchase of 15,242,153 A Shares, and the Company’s share capital was changed to RMB7,605,845,511.
On January 14, 2026, the Company completed the placing of 219,000,000 new H shares on the Main Board of the Hong Kong Stock Exchange under the general mandate. As a result, the Company’s share capital increased to RMB7,824,845,511.
COMPANY PROFILE
VII. ORGANIZATION STRUCTURE OF THE COMPANY
1. Organization Structure of the Company

COMPANY PROFILE
2. Organization Structure of the Company
COMPANY PROFILE
- Domestic and Overseas Principal Branch Companies
| Names of Branch Companies | Registered Address | Date of Establishment | Responsible Person | Contact No. |
|---|---|---|---|---|
| GF Securities Co., Ltd. | ||||
| Guangxi Branch | Offices 1, 2 and 5, the east side of the 2nd floor, Xinda Building, 19 Fengxiang Road, Qingxiu District, Nanning | December 2000 | Xiang Yingying | 0771-5313688 |
| GF Securities Co., Ltd. | ||||
| Shanxi Branch | Rooms 1205-1208, 12th Floor, Block A, Building 3, Shanxi International Finance Center, 426 South Zhonghuan Street, Taiyuan Xuefu Park, Shanxi Comprehensive Reform Demonstration Zone | October 2001 | Su Qi | 0351-4940300 |
| GF Securities Co., Ltd. Ningbo Branch | Units 3-1, 3-2, 3-3A and 3-5, 428 Wantou Road, Jiangbei District, Ningbo, Zhejiang Province | April 2003 | Luo Jianwei | 0574-87733318 |
| GF Securities Co., Ltd. | ||||
| Anhui Branch | 15th Floor, Renhe Building, Changjiang Middle Road, Hefei, Anhui Province | February 2007 | Ran Xiang | 0551-62636568 |
| GF Securities Co., Ltd. | ||||
| Suzhou Branch | Unit 03, 3rd Floor, Guangrong Building, 289 Suzhou Avenue East, Suzhou Industrial Park, Suzhou Area of China (Jiangsu) Pilot Free Trade Zone | June 2007 | Zhao Yang | 0512-65156868 |
| GF Securities Co., Ltd. | ||||
| Hunan Branch | Room 301, Xiangbao Media Center, No. 442, One Section, Furong Middle Road, Kaifu District, Changsha, Hunan Province | July 2008 | Qiao Ying | 0731-85287218 |
| GF Securities Co., Ltd. | ||||
| Jiangxi Branch | 1st and 2nd Floors, 132 Beijing West Road, Xihu District, Nanchang, Jiangxi Province | September 2008 | Li Lin | 0791-86303229 |
| GF Securities Co., Ltd. | ||||
| Shenzhen Branch | Units 2001 and 2002, Shum Yip Center Building, 5045 Shennan East Road, Xinwei Community, Guiyuan Street, Luohu District, Shenzhen | July 2009 | Liu Zelin | 0755-82083898 |
| GF Securities Co., Ltd. | ||||
| Shanghai Branch | Unit 05, 35th Floor (nominal floor, actually 32/F), 429 Nanquan North Road, China (Shanghai) Pilot Free Trade Zone | July 2009 | Chen Xiaoyu | 021-68818808 |
| GF Securities Co., Ltd. | ||||
| Hebei Branch | Rooms 1106, 1107, 11th Floor, No. 101, Building 2, BOC Financial Centre, No. 26, Ziqiang Road, Qiaoxi District, Shijiazhuang, Hebei Province | July 2009 | Zhu Shuaiqi | 0311-85278887 |
| GF Securities Co., Ltd. | ||||
| Shandong Branch | 101-02, 1st Floor, Building 3, Yinfeng Fortune Plaza, No. 1, Long`ao West Road, Longdong Street, Lixia District, Jinan, Shandong Province | July 2009 | Zhuang Wei | 0531-86993666 |
| GF Securities Co., Ltd. | ||||
| Hubei Branch | No. 4, 5, 6 and 7, 27th Floor, Office Building Unit, Block A, Tian Yue Xing Chen, 8 Sanyang Road, Jiangsu District, Wuhan | July 2009 | Peng Tao | 027-82800767 |
COMPANY PROFILE
| Names of Branch Companies | Registered Address | Date of Establishment | Responsible Person | Contact No. |
|---|---|---|---|---|
| GF Securities Co., Ltd. | ||||
| Guangzhou Branch | Zibian No. 201, Room 201, 101 Tianhe Road, Tianhe District, Guangzhou | July 2009 | Han Chang | 020-83863518 |
| GF Securities Co., Ltd. | ||||
| Jiangsu Branch | 272 Jiujingmen Avenue, Gulou District, Nanjing | August 2009 | Liu Zhengyi | 025-86899227 |
| GF Securities Co., Ltd. | ||||
| Chengdu Branch | Room 2205, Level 22, Building 3, No. 1199, North Section of Tianfu Avenue, Chengdu High-tech Zone, China (Sichuan) Pilot Free Trade Zone | August 2009 | Su Yaping | 028-85972529 |
| GF Securities Co., Ltd. | ||||
| Zhejiang Branch | Rooms 104, 201-1, 2, 3, 4, 3704, 3705 and 3706, Building 3, Qianjiang International Times Plaza, 290 Fuchun Road, Shangcheng District, Hangzhou, Zhejiang Province | August 2009 | Sun Jie | 0571-86566651 |
| GF Securities Co., Ltd. | ||||
| Xi'an Branch | Rooms 1202, 1204 and 1205, COLI Building, 3 Furong South Road, Qujiang New District, Xi'an, Shaanxi Province | August 2009 | He Xiaoshe | 029-65655877 |
| GF Securities Co., Ltd. | ||||
| Beijing Branch | Level 18, Yuetan Building, 2 Yuetan North Street, Xicheng District, Beijing | August 2009 | You Haiyang | 010-59136868 |
| GF Securities Co., Ltd. | ||||
| Zhuhai Branch | Office 1801, 58 Huajin Street, Hengqin New District, Zhuhai | February 2011 | Liao Weifeng | 0756-8286229 |
| GF Securities Co., Ltd. | ||||
| Foshan Branch | Flat A, B, C, G, H, J and K, actually 18/F (nominally 20/F), Block 2, Youbang Financial Center, 1 Denghu East Road, Guicheng Street, Nanhai District, Foshan, Guangdong Province | May 2011 | Zheng Zhixiong | 0757-83789698 |
| GF Securities Co., Ltd. | ||||
| Changchun Branch | Rooms 503 and 505, 5th Floor, Shengrong Building, 438 Jiefang Road, Nanguan District, Changchun City | August 2011 | Li Chao | 0431-88634077 |
| GF Securities Co., Ltd. | ||||
| Fujian Branch | Unit 05, Level 34, Yuyang Zhongyang Jinzuo Office Building, 118 Shuguang Road, Taijiang District, Fuzhou, Fujian Province | April 2012 | Zhang Xuan | 0591-83055872 |
| GF Securities Co., Ltd. | ||||
| Yuedong Branch | South Side of 1&2/F, and 3-5/F, 9 Yingbin Road, Shantou | June 2014 | Huang Bin | 0754-88280098 |
| GF Securities Co., Ltd. | ||||
| Yuexi Branch | Second of 201, 45 Tianchang Road, Pengjiang District, Jiangmen, Guangdong Province | June 2014 | Peng Wenyi | 0750-3488001 |
| GF Securities Co., Ltd. | ||||
| Dongguan Branch | Rooms 505, 506, 507 and 508, Building 1, 6 Hongmian Road, Songshan Lake Park, Dongguan, Guangdong Province | June 2014 | Ju Guoxian | 0769-28331886 |
| GF Securities Co., Ltd. | ||||
| Hainan Branch | Area A, Level 3, Lantian Building, 19 Heping Avenue, Meilan District, Haikou, Hainan Province | September 2015 | Li Junhua | 0898-66288660 |
| GF Securities Co., Ltd. | ||||
| Liaoning Branch | 16th Floor, 227 Qingnian Street, Shenhe District, Shenyang, Liaoning Province | November 2019 | Wen Yinghui | 0411-84355166 |
COMPANY PROFILE
4. Domestic and Overseas Controlled Subsidiaries and Invested Companies
(1) Domestic Principal Controlled Subsidiaries and Invested Companies
| Company Name | Registered Address | Date of Establishment | Registered Capital (ten thousand) | Shareholding Ratio (%) | Responsible Person | Contact No. |
|---|---|---|---|---|---|---|
| GF Fund | Room 2608, 3018 Huandao East Road, Hengqin New District, Zhuhai, Guangdong Province | 2003.08 | RMB14,097.80 | 54.53 | Ge Changwei | 020-83936666 |
| GF Futures | Flat 1002, 12 Junxian Street, Huangpu District, 1993.03 Guangzhou, Guangdong Province | 2008.12 | RMB205,000 | 100 | Zhou Wei | 020-88830688 |
| GF Xinde | Room B607, Building 1, 275 Xintuo Road, Daxie Development Zone, Ningbo, Zhejiang Province | 2008.12 | RMB280,000 | 100 | Xiao Xuesheng | 020-66338790 |
| GF Qianhe | Room 206, 3 Xingfu West Street, Beifang Town, Huairou District, Beijing | 2012.05 | RMB710,350 | 100 | Ao Xiaomin | 010-83948182 |
| GF Asset Management | Room 2005, Office Building, 191 Rongzhu Road, Hengqin New District, Zhuhai | 2014.01 | RMB100,000 | 100 | Sun Xiaoyan | 020-66338201 |
| GFFL | Room 612, 36 Jintao West Street, Nansha District, Guangzhou | 2015.06 | RMB80,000 | 100 | Zhang Wei | 020-66335038 |
| E Fund | Level 6, 188 Rongyue Road, Hengqin New District, Zhuhai, Guangdong Province | 2001.04 | RMB13,244.20 | 22.65 | Wu Xinrong | 020-38797888 |
| Guangdong Equity Exchange | Room 601, 5 Nan San Street, Poly Yuzhu, Huangpu District, Guangzhou | 2018.07 | RMB31,098.31 | 12.0183 | Wu Shaoqiu | 020-82196300 |
| China Securities Credit Investment Co., Ltd. | Unit 2, 8B Office Building, Hongyi Building, 1 Financial Street, Nanshan Subdistrict, Qianhai | 2015.05 | RMB458,598 | 4.36 | Chen Jin | 0755-84362888 |
| China Securities Internet System Co., Ltd. | 8-10/F, Building 4, Financial Street, Xicheng District, Beijing | 2013.02 | RMB755,024.45 | 2.65 | Zhao Shanzhong | 010-83897958 |
| ECT | Building 1, 27 Xinjiinqiao Road, China (Shanghai) Pilot Free Trade Zone | 2015.01 | RMB251,875 | 1.99 | Fan Yu | 021-20538888 |
COMPANY PROFILE
GF Fund established Ruiyuan Capital Asset Management Co., Ltd. and Ruichen Equity Investment Fund Management (Guangdong) Co., Ltd.
| Name of Subsidiary | Registered Address | Date of Establishment | Registered Capital (ten thousand) | Shareholding Ratio (%) | Responsible Person | Contact No. |
|---|---|---|---|---|---|---|
| Ruiyuan Capital Asset Management Co., Ltd. | Office 2607, 3018 Huandao East Road, Hengqin New District, Zhuhai | 2013.06 | RMB7,500 | 100 | Zhu Ping | 020-89188698 |
| Ruichen Equity Investment Fund Management (Guangdong) Co., Ltd. | Office 2715, 3018 Huandao East Road, Hengqin New District, Zhuhai | 2025.12 | RMB10,000 | 100 | Zhu Ping | 020-89188959 |
GF Futures established GF COMMODITIES CO., LTD.
| Name of Subsidiary | Registered Address | Date of Establishment | Registered Capital (ten thousand) | Shareholding Ratio (%) | Responsible Person | Contact No. |
|---|---|---|---|---|---|---|
| GF COMMODITIES CO., LTD. | Room A-805, 188 Yesheng Road, Lin-Gang Special Area, China (Shanghai) Pilot Free Trade Zone | 2013.04 | RMB55,000 | 100 | Xu Yanwei | 020-88830888 |
COMPANY PROFILE
(2) Overseas Principal Wholly-owned Subsidiaries
| Name of Subsidiary | Registered Address | Date of Establishment | Registered Capital (ten thousand) | Shareholding Ratio (%) | Responsible Person | Contact No. |
|---|---|---|---|---|---|---|
| GFHK | 27/F, GF Tower, 81 Lockhart Road, Wan Chai, Hong Kong | 2006.06 | HK$1,033,700 | 100 | Qin Li | (852) 37191111 |
GFHK has the following principal wholly-owned subsidiaries: GF Securities (Hong Kong), GF Capital (Hong Kong), GF Asset Management (Hong Kong), GF Global Capital, GF Investments (Hong Kong), GF Lighthouse Capital Management Company Limited, GF Information Consulting Service (Shenzhen) Company Limited, GF Wealth Management (Hong Kong) Limited, GF Canada Holdings Company Limited and GF Securities (Canada) Company Limited.
| Name of Subsidiary | Registered Address | Date of Establishment | Registered Capital (ten thousand) | Shareholding Ratio (%) | Responsible Person | Contact No. |
|---|---|---|---|---|---|---|
| GF Securities (Hong Kong) | 27/F, GF Tower, 81 Lockhart Road, Wan Chai, Hong Kong | 2006.07 | HK$420,000 | 100 | Wang Yue | (852) 37191111 |
| GF Capital (Hong Kong) | 27/F, GF Tower, 81 Lockhart Road, Wan Chai, Hong Kong | 2006.07 | HK$19,000 | 100 | Yan Ming | (852) 37191111 |
| GF Asset Management (Hong Kong) | 27/F, GF Tower, 81 Lockhart Road, Wan Chai, Hong Kong | 2006.07 | HK$51,500 | 100 | Xia Guangmin | (852) 37191111 |
| GF Global Capital | 27/F, GF Tower, 81 Lockhart Road, Wan Chai, Hong Kong | 2015.11 | HK$350,000 | 100 | Zeng Chao | (852) 37191111 |
| GF Investments (Hong Kong) | 27/F, GF Tower, 81 Lockhart Road, Wan Chai, Hong Kong | 2011.09 | HK$500 | 100 | Sha Jianyuan | (852) 37191111 |
| GF Lighthouse Capital Management Company Limited | Kingston Chambers, P.O. Box 173, Road Town VG1110, Tortola, British Virgin Islands | 2014.09 | US$0.01 | 100 | Sha Jianyuan | (852) 37191111 |
| GF Information Consulting Service (Shenzhen) Company Limited | Room 201, Building A, 1 Qianwan 1st Road, Shenzhen-Hong Kong Cooperation Zone, Qianhai, Shenzhen | 2014.04 | RMB1,000 | 100 | Wang Yue | 0755-88263107 |
| GF Wealth Management (Hong Kong) Limited | 27/F, GF Tower, 81 Lockhart Road, Wan Chai, Hong Kong | 2014.11 | HK$2,500 | 100 | Wang Yue | (852) 37191111 |
| GF Canada Holdings Company Limited | Suite 2270 - 1055 West Georgia Street, Vancouver BC V6E 3P3 Canada | 2018.02 | CAD456.03 | 100 | Wen Huiqing | (778) 2975888 |
| GF Securities (Canada) Company Limited | Suite 2270 - 1055 West Georgia Street, Vancouver BC V6E 3P3 Canada | 2014.03 | CAD1,640 | 100 | Liao Zhanhua | (778) 2975888 |
The Company has related transactions with GFHK and its overseas subsidiaries, which will be strictly carried out and regulated under the Measures for the Administration of the Formation, Acquisition and Purchase of Non-Controlling Shares of Overseas Business Institutions by 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》).
COMPANY PROFILE
GF Fund established GF International Investment Management Limited.
| Name of Subsidiary | Registered Address | Date of Establishment | Registered Capital (ten thousand) | Shareholding Ratio (%) | Responsible Person | Contact No. |
|---|---|---|---|---|---|---|
| GF International Investment Management Limited | 25/F, GF Tower, 81 Lockhart Road, Wan Chai, Hong Kong | 2010.12 | HK$50,000 | 100 | Shangguan Peng | (852) 36952868 |
GF Futures established GF Futures (Hong Kong) and GF Futures (Singapore), which in turn established GF Financial Markets (UK).
| Name of Subsidiary | Registered Address | Date of Establishment | Registered Capital (ten thousand) | Shareholding Ratio (%) | Responsible Person | Contact No. |
|---|---|---|---|---|---|---|
| GF Futures (Hong Kong) | 26/F, GF Tower, 81 Lockhart Road, Wan Chai, Hong Kong | 2006.05 | HK$102,100 | 100 | Liu Boya | (852) 38937799 |
| GF Financial Markets (UK) | 1 Finsbury Square, London, EC2A 1AE, United Kingdom. | 1976.02 | GBP5,596.9014 | 100 | Xu Yanwei | 020-88830888 |
| GF Futures (Singapore) | 9 TEMASEK BOULEVARD, #16-03, SUNTEC TOWER TWO, SINGAPORE | 2025.03 | SGD2,700 | 100 | Liu Boya | (65) 89426929 |
5. Numbers and Distribution of Securities Brokerage Branches
As of December 31, 2025, the Company had established 330 securities brokerage branches. The numbers and distribution of securities brokerage branches are set out below:
| Province/Municipality or Region | Number of Brokerage Branches | Province/Municipality or Region | Number of Brokerage Branches | Province/Municipality or Region | Number of Brokerage Branches |
|---|---|---|---|---|---|
| Guangdong Province (of which: Shenzhen) | 130 (13) | Shaanxi Province Sichuan Province | 7 | Heilongjiang Province Inner Mongolia Autonomous Region | 2 |
| Shanghai | 24 | Henan Province | 5 | Hunan Province | 2 |
| Zhejiang Province | 20 | Hainan Province | 4 | Gansu Province | 1 |
| Hubei Province | 17 | Chongqing | 4 | Guizhou Province | 1 |
| Jiangsu Province | 16 | Jiangxi Province | 4 | Ningxia Hui Autonomous Region | 1 |
| Hebei Province | 15 | Jilin Province | 3 | Tibet Autonomous Region | 1 |
| Fujian Province | 14 | Anhui Province | 3 | Shanxi Province | 1 |
| Liaoning Province | 14 | Yunnan Province | 3 | Xinjiang Uygur Autonomous Region | 1 |
| Shandong Province | 11 | Guangxi Zhuang Autonomous Region | 3 | Qinghai Province | 1 |
| Beijing | 11 | Tianjin | 2 | - | - |
COMPANY PROFILE
VIII. OTHER RELEVANT INFORMATION
(1) Auditors engaged by the Company
PRC Auditor Ernst & Young Hua Ming LLP
Office Address of PRC Auditor Level 17, Ernst & Young Tower, Oriental Plaza, No. 1 East Changan Ave. Dongcheng District, Beijing, PRC
Name of Signing Auditor Gao He, He Mingzhi
Name of International Auditor Ernst & Young (Certified Public Accountants and Registered Public Interest Entity Auditors)
Office Address of International Auditor 27/F, One Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong
(2) Legal Advisors
PRC Legal Advisor Jia Yuan Law Offices, Beijing
Overseas Legal Advisor Latham & Watkins LLP
(3) Share Registrars
A Share Registrar China Securities Depository and Clearing Corporation Limited, Shenzhen Branch 22-28/F, Shenzhen Stock Exchange Building, 2012 Shennan Blvd, Futian District, Shenzhen, Guangdong, PRC
H Share Registrar Computershare Hong Kong Investor Services Limited Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong
(4) The sponsor engaged by the Company to perform the continuous supervision obligation during the Reporting Period
Not applicable
(5) The financial advisor engaged by the Company to perform the continuous supervision obligation during the Reporting Period
Not applicable
SECTION 2
KEY ACCOUNTING DATA AND FINANCIAL INDICATORS
6
Annual Report 2025

KEY ACCOUNTING DATA AND FINANCIAL INDICATORS
I. KEY ACCOUNTING DATA (CONSOLIDATED STATEMENTS)
(Accounting data and financial indicators set out in this report have been prepared in accordance with IFRS Accounting Standards)
Unit: RMB in millions
| 2025 | 2024 | Variance in comparison with last year | 2023 | |
|---|---|---|---|---|
| Total revenue and other income | 44,513 | 36,569 | 21.72% | 32,993 |
| Profit before income tax | 17,973 | 11,852 | 51.64% | 8,744 |
| Net profit attributable to owners of the Company | 13,702 | 9,637 | 42.18% | 6,978 |
| Net cash used in operating activities | (55,582) | (30,467) | - | (2,352) |
| Basic earnings per share (RMB/share) | 1.68 | 1.15 | 46.09% | 0.83 |
| Increase of 2.72 | ||||
| Return on weighted average net assets (%) | 10.16 | 7.44 | percentage points | 5.66 |
Note: According to implementation Questions&Answers on the accounting treatment for standard warehouse receipt transactions issued by the Accounting Department of the Ministry of Finance of the People's Republic of China on July 8, 2025, the Group implemented relevant provisions from 1 January 2025 and made retrospective adjustments to the comparative periods. This retrospective adjustment has no impact on the Group's profit before income tax and net profit, and only equal reductions to the total revenue and other income and total expenses are made for each comparative period. The reductions in 2024 and 2023 were RMB777 million and RMB305 million, respectively.
| December 31, 2025 | December 31, 2024 | Variance in comparison with the end of last year | December 31, 2023 | |
|---|---|---|---|---|
| Total assets | 975,484 | 758,745 | 28.57% | 682,182 |
| Total liabilities | 813,026 | 605,660 | 34.24% | 541,506 |
| Equity attributable to owners of the Company | 156,111 | 147,602 | 5.77% | 135,718 |
| Total share capital (million shares) | 7,606 | 7,621 | -0.20% | 7,621 |
| Equity per share attributable to owners of the Company (RMB/share) (note 1) | 20.53 | 19.37 | 5.99% | 17.81 |
| Gearing ratio (%) (note 2) | 78.28 | 73.76 | Increase of 4.52 percentage points | 74.43 |
Notes: 1. In calculating equity per share attributable to owners of the Company as indicated in the table above, the perpetual subordinated bonds issued by the Company were included. After excluding such impact, equity per share attributable to ordinary shareholders of the Company as at the end of the Reporting Period was RMB17.07. 2. Gearing ratio = (Total liabilities - Accounts payable to brokerage clients)/(Total assets - Accounts payable to brokerage clients)
KEY ACCOUNTING DATA AND FINANCIAL INDICATORS
II. ACCOUNTING DATA DIFFERENCE UNDER DOMESTIC AND FOREIGN ACCOUNTING STANDARDS
The net profits in the years of 2025 and 2024 and the net assets as of December 31, 2025 and December 31, 2024 as stated in the consolidated financial statements of the Company disclosed in accordance with IFRS Accounting Standards are consistent with those in accordance with China’s Accounting Standards (CAS).
III. NET CAPITAL OF THE PARENT COMPANY AND THE RELEVANT RISK CONTROL INDICATORS
Unit: RMB
| Item | At the end of 2025 | At the end of 2024 | Variance in comparison with the end of last year |
|---|---|---|---|
| Core net capital | 70,204,065,902.55 | 69,460,233,564.88 | 1.07% |
| Supplementary net capital | 28,327,000,000.00 | 26,400,000,000.00 | 7.30% |
| Net capital | 98,531,065,902.55 | 95,860,233,564.88 | 2.79% |
| Net assets | 137,607,294,247.08 | 131,523,760,774.53 | 4.63% |
| Total risk capital reserves | 42,542,283,146.89 | 34,703,878,051.33 | 22.59% |
| Total on- and off-balance sheet assets | 636,884,058,687.44 | 532,259,987,064.89 | 19.66% |
| Risk coverage ratio | 231.61% | 276.22% | Decrease of 44.61 percentage points |
| Capital leverage ratio | 11.32% | 13.29% | Decrease of 1.97 percentage points |
| Liquidity coverage ratio | 185.72% | 183.17% | Increase of 2.55 percentage points |
| Net stable funding ratio | 145.32% | 153.18% | Decrease of 7.86 percentage points |
| Net capital/Net assets | 71.60% | 72.88% | Decrease of 1.28 percentage points |
| Net capital/Liabilities | 20.00% | 25.06% | Decrease of 5.06 percentage points |
| Net assets/Liabilities | 27.93% | 34.38% | Decrease of 6.45 percentage points |
| Proprietary equity securities and its derivatives/Net capital | 44.13% | 31.55% | Increase of 12.58 percentage points |
| Proprietary non-equity securities and its derivatives/Net capital | 364.24% | 296.51% | Increase of 67.73 percentage points |
Note: 1. Net capital as at the end of 2024 and relevant data have been restated in accordance with the Calculation Standards for Risk Control Indicators of Securities Companies (CSRC Announcement [2024] No. 13). 2. The above relevant data were based on the Administrative Measures for Risk Control Indicators of Securities Companies issued by the CSRC and China’s Accounting Standards, and expressed on a non-consolidated basis.
Each of the parent company’s risk control indicators is in compliance with the relevant requirements under the Administrative Measures for Risk Control Indicators of Securities Companies (《證券公司風險控制指標管理辦法》).
KEY ACCOUNTING DATA AND FINANCIAL INDICATORS
IV. KEY ACCOUNTING DATA AND FINANCIAL INDICATORS IN THE LAST FIVE YEARS
1. Earnings (Unit: RMB '000)
| 2025 | 2024 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|---|
| Total revenue and other income | 44,512,680 | 36,569,210 | 32,993,020 | 32,201,931 | 39,857,162 |
| Total expenses | 27,930,011 | 25,502,838 | 24,963,727 | 22,753,956 | 26,321,114 |
| Profit before income tax | 17,972,816 | 11,852,140 | 8,744,436 | 10,387,788 | 14,963,846 |
| Net profit attributable to owners of the Company | 13,701,548 | 9,636,830 | 6,977,800 | 7,929,282 | 10,854,116 |
Note: According to implementation Questions&Answers on the accounting treatment for standard warehouse receipt transactions issued by the Accounting Department of the Ministry of Finance of the People's Republic of China on July 8, 2025, the Group implemented relevant provisions from 1 January 2025 and made retrospective adjustments to the comparative periods. This retrospective adjustment has no impact on the Group's profit before income tax and net profit, and only equal reductions to the total revenue and other income and total expenses are made for each comparative period. The reductions for 2021-2024 were RMB2,058 million, RMB1,054 million, RMB305 million and RMB777 million, respectively.
2. Assets (Unit: RMB '000)
| December 31, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | December 31, 2021 | |
|---|---|---|---|---|---|
| Total assets | 975,484,254 | 758,745,109 | 682,181,679 | 617,256,282 | 535,855,324 |
| Total liabilities | 813,026,402 | 605,659,727 | 541,505,969 | 492,463,442 | 425,053,981 |
| Equity attributable to owners of the Company | 156,111,484 | 147,601,916 | 135,717,648 | 120,145,632 | 106,624,510 |
| Share capital | 7,605,846 | 7,621,088 | 7,621,088 | 7,621,088 | 7,621,088 |
3. Key financial indicators
| 2025 | 2024 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|---|
| Basic/diluted earnings per share (RMB/share) | 1.68 | 1.15 | 0.83 | 1.02 | 1.42 |
| Return on weighted average net assets (%) | 10.16 | 7.44 | 5.66 | 7.23 | 10.67 |
| Gearing ratio (%) | 78.28 | 73.76 | 74.43 | 73.98 | 72.92 |
| Equity per share attributable to owners of the Company (RMB/share) | 20.53 | 19.37 | 17.81 | 15.76 | 13.99 |
Notes: 1. Gearing ratio = (Total liabilities - Accounts payable to brokerage clients)/(Total assets - Accounts payable to brokerage clients) 2. In calculating equity per share attributable to owners of the Company as indicated in the table above, the perpetual subordinated bonds issued by the Company were included. After excluding such impact, equity per share attributable to ordinary shareholders of the Company as at the end of the Reporting Period was RMB17.07.
KEY ACCOUNTING DATA AND FINANCIAL INDICATORS
Total revenue and other income
(Unit: RMB'000)
Basic earnings per share
(RMB/share)
Total assets
(Unit: RMB '000)
Net profit attributable to owners of the Company
(Unit: RMB '000)
Return on weighted average net assets (%)
(Unit: RMB '000)
Equity attributable to owners of the Company
(Unit: RMB '000)
SECTION 3
CHAIRMAN'S STATEMENT
6
Annual Report 2025

CHAIRMAN'S STATEMENT
Dear Shareholders,
2025 marked the final year of the "14th Five-Year Plan" and a year in which the capital market consolidated its foundations and moved towards high-quality development. In the face of profound and complex changes in both domestic and international circumstances, under the leadership of the Central Committee of the Party, China's economy has pressed forward despite headwinds, pursuing new and quality development paths, and demonstrating remarkable resilience. Under the guiding principles of "preventing risks, strengthening supervision, and promoting high-quality development", the stability of the market, expectations, and confidence have been continuously consolidated. The capital market has remained stable with a positive trend, investment and financing reforms have been deepened, and the inclusiveness and adaptability of the system have gradually improved. Significant breakthroughs have been achieved in the development of market stabilization mechanisms with Chinese characteristics (中國特色穩市機制) and the inflow of medium-and long-term capital into the market, markedly enhancing the resilience and vitality of the capital market. The securities industry has actively integrated itself into the overall economic and social development landscape, proactively serving major national strategies, and has demonstrated a positive development trend.
Looking back on the past year, faced with a complex and volatile market environment and an industry landscape undergoing transformation, the Company united in purpose and forged ahead, steadfastly advancing high-quality development. Our key operating indicators ranked among the top in the industry, with total revenue and other income reaching RMB44,513 million and net profit attributable to owners of the Company amounting to RMB13,702 million. These achievements would not have been possible without the trust and support of every client, investor, partner, and all sectors of society, nor without the diligent efforts and tireless dedication of every employee of GF Securities. On behalf of GF Securities, I would like to express my heartfelt gratitude to everyone!
Based on our functional positioning, we uphold the political and people-oriented nature of financial work, serving the real economy and supporting industrial transformation. First, we act as a "service provider" for direct financing and a "gatekeeper" of the capital market, offering enterprises full-chain "financing + advisory" services. By focusing on key sectors and regions, our transformation into an industrial investment bank has begun to bear fruit. Our equity and bond underwriting volumes have consistently ranked among the top ten in the industry. We have actively built a bridge connecting "technology, industry, and capital", helping enterprises access industrial chain resources, expert think tanks, and financial support. Second, we have served as "managers" of social wealth, helping to build a market ecosystem characterized by "long-term capital for long-term investment". Upholding the principle of "finance for the people", we have leveraged our professional expertise and innovative service capabilities to help residents preserve and grow their wealth. Both our net brokerage revenue and net revenue from financial product distribution ranked among the top in the industry. Focusing on new quality productive forces, we have actively aligned with medium-and long-term funding needs, participating in the establishment and management of various industrial and M&A funds with a cumulative scale exceeding RMB37 billion. Public funds have accelerated product innovation in areas such as science and technology innovation themes, driving the concentration of resources towards emerging and future industries. Third, we serve major national strategies and support technological innovation across the entire value chain. By precisely addressing the needs of science and technology innovation enterprises, we have provided equity and debt financing services to over 200 enterprises, with a total financing volume exceeding RMB930 billion. We have conducted market-making operations for stocks listed on the STAR Market and the Beijing Stock Exchange to invigorate capital markets, and provided liquidity management services for more than 1,100 funds on the Shanghai and Shenzhen Stock Exchanges, as well as all ETF options and major stock index options on the China Financial Futures Exchange.
We have strengthened our core capabilities, deepened the transformation and upgrading of key businesses, and solidified the foundation for high-quality development as a first-class investment bank. First, traditional businesses have accelerated their transformation, and core trading capabilities have steadily improved. The wealth brokerage business has achieved breakthroughs in its transition to buy-side investment advisory services, establishing a "multi-asset, multi-strategy, all-weather" asset allocation system, with a significant increase in the assets under management for solutions. The trading and institutional business has deeply explored client needs, achieving positive progress in areas such as options hedging, market-making strategies, and cross-border trading. Second, we have served the development of the Guangdong-Hong Kong-Macao Greater Bay Area and advanced our international business in depth. We have strengthened the capital strength of
CHAIRMAN'S STATEMENT
our international platforms, deepened our integrated domestic and overseas layout, and focused on promoting the “One Guangfa” business model, with multiple benchmark projects in the Hong Kong stock market successfully launched. The coverage of our overseas research and client service capabilities have continued to expand, with client service volume growing by 257%. The competitiveness of cross-border trading operations has steadily improved, with the asset allocation scale under the cross-border wealth management connect program exceeding RMB970 million. Third, the level of digital and intelligent transformation continues to rise. We advanced the construction of a comprehensive operational system, strengthened centralized operations, and promoted the full-scenario application of AI technology, accelerating the implementation of applications such as intelligent investment research and intelligent investment advisory services.
We champion a financial culture with Chinese characteristics, persevere in our efforts, and courageously shoulder social responsibilities. First, we prioritize investors, enhance the Company’s long-term investment value, and earnestly fulfill our investor protection responsibilities. We increased the frequency and magnitude of dividends, implemented our first share buyback and cancellation, were included in the MSCI China Index, saw a significant increase in market capitalization, and enhanced investors’ sense of gain. We protect investors’ legitimate rights and interests through professional services, contributing to the healthy and orderly operation of the capital market. Second, we have strengthened corporate culture development and solidified the guidance of our core values. We have organically integrated the “Five Dos and Five Don’ts” financial culture with our corporate culture of “Striving for Excellence Through Knowledge, Seeking Truth, and Dedication”, promoting the coordinated development of cultural development with the Company’s strategy and core business operations. Third, we have practiced corporate social responsibility and enhanced the Company’s ESG governance standards. We have facilitated the issuance of green ABS projects, green bonds, carbon-neutral bonds, and low-carbon transition-linked bonds, with total equity and debt financing exceeding RMB10 billion; implemented the rural revitalization strategy and the work arrangements for Guangdong Province’s “Hundreds of Counties, Thousands of Towns and Ten Thousands Villages Project”, focusing on areas such as rural revitalization, educational support, and financial empowerment. The Group’s social welfare expenses for the year reached RMB31,557,200, while the total social welfare expenses incurred by GF Charity Foundation exceeded RMB330 million. The Group has been included in the Hang Seng Corporate Sustainability Index Series for multiple consecutive years.
2026 marks the first year of the “15th Five-Year Plan”, during which reforms in capital market investment and financing will continue to deepen and foundational systems will be further refined. In the new year, the Company will stick to its functional positioning, strengthen its professional capabilities, and adhere to the principle of seeking progress while maintaining stability, thereby serving national strategies through its own high-quality development.
First, we will upgrade our professional capabilities and strengthen product innovation to help preserve and grow the assets of residents. We will provide specialized and diversified allocation channels for medium- and long-term capital entering the market, helping to ensure that “long-term capital” precisely flows into high-quality assets and providing financial support for the building of a strong nation. Second, we will solidify cross-border integration, establish a global service system, deepen our international business layout, and enhance the efficiency of cross-border operations and our ability to serve overseas clients, thereby contributing to the high-level, two-way opening of the capital market. Third, we will leverage our role as a bridge for investment and financing. Through a multi-tool, multi-strategy, and multi-market approach, we will seize opportunities such as the reform of the ChiNext board and the optimization of refinancing mechanisms. We will deepen industrial research to support technological self-reliance and the development of a modern industrial system. Fourth, we will prioritize stability, reinforce compliance standards, strengthen technology-driven capabilities and comprehensive risk management, and strictly adhere to the principle that “if we cannot fully understand or effectively manage a business, we will not engage in it”.
After 35 years of staying true to our original aspiration, we are setting sail on a new journey. The construction of a financial powerhouse is advancing steadily, and the high-quality development of the capital market continues to deepen. GF Securities will fully implement the new development philosophy, remain committed to our original aspiration of “serving the nation through finance”, and carry out key initiatives such as the 15th Five-Year Plan and capital market reforms. We will resolutely move towards the goal of becoming a world-class investment bank with global competitiveness, making even greater contributions to serving Chinese-style modernization and the construction of a financial powerhouse!
SECTION 4
DIRECTORS' REPORT
6
Annual Report 2025

DIRECTORS' REPORT
The directors of the Company (the “Directors”) hereby present the annual report and the audited consolidated financial statements of the Company and the Group for the year ended December 31, 2025. Contents of relevant section in this report mentioned in the cross references in the Directors’ Report forms part of the Directors’ Report.
I. DEVELOPMENT OF THE INDUSTRY IN WHICH THE GROUP OPERATES DURING THE REPORTING PERIOD
In 2025, China’s capital markets continued to consolidate their stable and positive momentum, forging ahead despite multiple intertwined challenges, pursuing new and quality development, and demonstrating significantly enhanced resilience and vitality. First, a market stabilization mechanism with Chinese characteristics was gradually established, with the market showing signs of recovery and improvement, and major indices rising across the board. In 2025, the Wind All-A Index, the Shanghai Composite Index, the Shenzhen Component Index, the ChiNext Index, and the STAR 50 Index rose by 27.65%, 18.41%, 29.87%, 49.57%, and 35.92%, respectively. Trading volume in Shanghai and Shenzhen stocks and funds reached RMB499 trillion, a year-on-year increase of 70.39%. Second, the bond market operated steadily, monetary policy remained moderately accommodative, and the central level of funding rates declined; bond issuance increased, with sovereign, local government and quasi-sovereign bonds performing notably well, and corporate bond financing picked up. ChinaBond-New Composite Index-Total Return rose 0.65% in 2025. Third, investment and financing reforms continued to deepen, and equity financing rebounded significantly. In 2025, the A-share market completed a total of 296 equity financing deals¹, raising RMB919.567 billion, representing year-on-year increases of 12.12% and 269.36%, respectively. Among these: 112 IPOs were completed, raising RMB130.835 billion, with year-on-year increases of 9.80% and 97.40%, respectively; 184 re-financings were completed, raising RMB788.732 billion, representing year-on-year increases of 13.58% and 331.75%, respectively (Source: Wind). Fourth, public funds adhered to an investor-centric philosophy. Against the backdrop of fee reductions and capital market stability and improvement, the public’s demand for preserving and increasing the value of their assets continued to grow. As of the end of 2025, the total assets under management of China’s public funds reached RMB37.71 trillion, representing a year-on-year increase of 14.86%.
¹ including IPOs, new issuances, rights issues, preference shares, and convertible bonds; new issuances excluded share issuances for asset acquisitions, and was calculated based on the issue date.
DIRECTORS' REPORT
2026 marks the opening year of the 15th Five-Year Plan. The 15th Five-Year Plan makes significant provisions for enhancing the inclusiveness and adaptability of capital market systems and improving the coordinated functions of investment and financing within the capital market, highlighting the vital role of the capital market in advancing the construction of a financial powerhouse and serving the process of Chinese-style modernization. The Government Work Report proposes that in 2026, efforts should continue to advance reforms in capital market investment and financing, improve mechanisms for middle- and long-term capital to enter the market, refine investor protection systems, and increase the proportion of direct and equity financing. Wu Qing, Chairman of the CSRC, proposed focusing efforts on achieving both qualitative improvement and reasonable quantitative growth in the capital markets. He outlined the overall approach to high-quality development of the capital markets over the next five years, providing clear guidance for their future development.
Against the backdrop of the comprehensive deepening of capital market reforms, the continued consolidation of endogenous stability mechanisms, and the steady expansion of high-level, institutional-based, and two-way opening-up, the securities industry will thoroughly implement key initiatives such as the 15th Five-Year Plan and capital market reforms. It will focus on its primary responsibilities and principal businesses, prioritize its functional role, and advance the "Five Major Areas" of finance, striving continuously to better serve the cause of Chinese-style modernization and the building of a financial powerhouse.
II. MAIN BUSINESSES OF THE GROUP DURING THE REPORTING PERIOD
The Group is a provider of comprehensive capital market services with industry-leading innovation capabilities focused on serving China's quality enterprises and many investors with demand for financial products and services. The Group utilizes a wide range of financial instruments to serve the various financial needs of corporations, individuals, institutional investors, financial institutions and government clients and provide comprehensive solutions. The main businesses of the Group can be classified into four segments, namely investment banking, wealth management, trading and institution and investment management.
DIRECTORS' REPORT
Products and services of the four business segments are specifically set out in the table below:
| Investment Banking | Wealth Management | Trading and Institution | Investment Management |
|---|---|---|---|
| ♦ Equity finance | ♦ Wealth management and brokerage | ♦ Equity investment and trading | ♦ Assets management |
| ♦ Debt finance | ♦ Futures brokerage | ♦ Fixed income sales and trading | ♦ Public fund management |
| ♦ Financial advisory | ♦ Margin financing and securities lending | ♦ Equity derivatives sales and trading | ♦ Private fund management |
| ♦ Repurchase transactions | ♦ Alternative investment | ||
| ♦ Financial leasing | ♦ Investment research | ||
| ♦ Asset custody |
Investment Banking: the Group earns its commissions, sponsorship and consulting fees through underwriting stocks and bonds and providing sponsor and financial advisory services;
Wealth Management: the Group earns its fees, consulting fees and commissions through providing brokerage and investment advisory services, obtaining interest income from its business of margin financing and securities lending, repurchase transactions, financial leasing, and management of settlement fund on behalf of clients, and earning its fees through acting as agent for the sales of financial products developed by the Group and other financial institutions;
Trading and Institution: the Group earns its investment income and interest income through investment transactions, alternative investments and market making services from equity, fixed income and derivatives, earning its fees and commissions through providing transaction consultation and execution, investment research services and the main broker services to institutional customers;
Investment Management: the Group earns its management fees, advisory fees and performance fee through providing services for the assets management, public fund management and private fund management.
The primary securities business of the Group relies on China's economic growth, accumulation of household wealth and the development and performance of China's capital markets, including the issuance, investment and trading of financial products (such as stocks, bonds and wealth management products). These important factors are affected by the combination of economic environment, investor sentiment and international market, which have shown an overall stable trend. During the Reporting Period, the principal businesses and the operating model of the Group have had no significant changes, which was in line with the development of the industry.
DIRECTORS' REPORT
III. BUSINESS REVIEW
Business operations and business review of the Group for the year ended December 31, 2025 are set out in "Management Discussion and Analysis", which forms part of the Directors' Report, in Section 5 of this report.
IV. ANALYSIS ON CORE COMPETITIVENESS
(1) Excellent corporate culture
The Company always maintains a strong sense of family and country, upholds its mission of "creating values to realize the dream of serving the country with financial services", adheres to the implementation of the national strategy, proactively integrates into the new development pattern, and actively serves the real economy for both quantity and quality. In making continuous progress in developing its corporate values of "inquisitiveness and integrity" and carrying forward its excellent cultural genes of an "army of doctors", with knowledge as the guarantee and professionalism as the cornerstone, we will continue to explore new prospects for the development of the Company. Adhering to the strong path of reform and innovation, relying on a deep understanding of industry development and market rules, we will continue to create innovative products and transaction designs to provide effective financial solutions, to strengthen the resilience of development, adhere to the development strength with firm confidence, and promote the high-quality development of the Company.
The Company adheres to the professional development, unswervingly in concept and successfully in action for a long term. The Company built consensus through the establishment of a diversified and inclusive talent mechanism, assembled a team of talents from all corners of the world with excellent professionalism and high recognition of the Company's corporate culture. The management leads by example and concentrates on the operation of the business. The employees are truth-seeking and pragmatic. With the orientation of strategy achievement and value creation, a group of young management with ambition and competency are developed, and a reasonable talent pool has been formed to continuously build the source of knowledge and the foundation of strength.
Up to now, the operation and management team of the Company has an average of approximately 27 years of experience in securities, finance and economics-related fields and has served an average term of over 22 years in the Company with extensive experience in business and management. Since 1999 when the Company established the first post-doctoral workstation for financial enterprises in China, the Company has been training and exporting professionals for 27 years.
DIRECTORS' REPORT
(2) Forward-looking strategic doctrine
The Company maintains a strategic determination to draw a blueprint to the end. In the early 1990s, the Company has clearly proposed the development strategy of “running with shareholding system and group structure and in an internationalized and standardized manner”, offering the guidance to the development of the Company. During the period of industry transformation and development, the Company has enriched, improved and upgraded the strategic ideology of “Four Modernizations”.
The Company has always focused on the main responsibilities and business, striving to improve its core competitiveness and develop its core business for more than 30 years without deviation and with solid and deep cultivation. The Company continues to expand business layout, puts functionality as first priority and adheres to the fundamental purpose of the financial industry to serve the real economy, and is committed to on “five major areas” of finance. In the business line, it has successively set up futures subsidiaries, public fund subsidiaries, private fund subsidiaries, alternative investment subsidiaries and asset management subsidiaries. With its value concept and pragmatic entrepreneurial style, it has built a full business chain with perfect layout and strong strength. In terms of regional development, based in Guangdong, the Company serves the whole country, connects domestic and overseas, and forges a leading national brokerage with a long-term vision and an open pattern. With the determination of “success does not depend on me” and the spirit of “hammering nails”, all the staff has anchored the green mountains and resolutely implemented the established strategies with consistent strategic direction.
(3) Stable shareholding structure
The Company has a long term and stable shareholding structure. Jilin Aodong, Liaoning Cheng Da and Zhongshan Public Utilities (all of which are listed companies), substantial shareholders of the Company, have been among the top three shareholders of the Company (excluding HKSCC Nominees, whose shares are owned by H Share non-registered shareholders) for 26 years.
Shareholders, employees and the Company share common interest and have close relationships with a high degree of cohesion and combat effectiveness, being an important support for the Company to continuously traverse the cycle, break through the development bottleneck and establish its position in the industry. The scientific and reasonable operation mechanism and continuous improvement of corporate governance system provide a solid guarantee for the stable operation of the Company.
(4) Scientific business layout
The Company has a complete business system, a balanced business structure and outstanding core competitiveness. The Company possesses licenses for a full range of services involved in four business segments, including investment banking, wealth management, trading and institution and investment management. Forging its comprehensive financial service capabilities, the Company has maintained main operating indicators ranking among the top securities companies in China for many consecutive years and established its leading advantages among securities firms with research, asset management and wealth management ranking among the top ranks.
DIRECTORS' REPORT
The Company has implemented the business model to empower high-quality development of businesses with research, maintained the leading position of research ability in the industry for a long time and won many major institutional awards such as the Best Analyst of the Securities Times, the Best Analyst of New Fortune (新財富最佳分析師) and the Golden Bull Award for China Securities Industry Analysts (中國證券業分析師金牛獎) for many consecutive years, ranking among the best. The Company has taken the lead in proposing wealth management transformation and equipped with excellent financial product research and sales capabilities, professional asset allocation capabilities and more than 4,800 securities investment consultants, ranking No. 3 in the industry (in terms of parent company caliber). The Company is committed to providing precise wealth management services for different types of customers. It has become a first-class trustworthy wealth management institution. At the end of December 2025, in terms of the balance maintained by the agency sales of non-monetary public funds, the Company ranked No. 4 in the industry.
The Company has coordinated the superior resources of its asset management institutions, established comprehensive product supply system and provided customers with strategically excellent and diversified products to build a leading asset management brand in the industry. GF Fund and E Fund have maintained their leading investment research capabilities. At the end of December 2025, GF Fund and E Fund ranked third and first in the industry in terms of the size of public funds under the management excluding monetary funds, respectively.
Guided by customer demand, the Company has built an investment banking service system with a full business chain throughout the life cycle and strengthened the synergy effect and mutual empowerment between businesses. Adhering to leading business development with scientific and technological innovation, the Company has continuously increased investment in financial technology, actively used advanced concepts, technologies and tools and continued to promote the deep integration of financial technology and business, so as to improve the level of digitization.
(5) Outstanding location advantage
The Guangdong-Hong Kong-Macao Greater Bay Area is one of the four major bay areas in the world with the highest degree of opening-up and the most resilient market economy in China, playing an important strategic position in the overall development of the country. It will shoulder the mission of strengthening the national strategic scientific and technological strength, which is an important layout for expanding the new situation of reform and opening up. The Company has fully supported the implementation of major national regional strategies by being deeply rooted in Guangdong-Hong Kong-Macao Greater Bay Area, the forefront of China's reform and opening-up, enriched customer foundation, and facilitated technology, capital and virtuous industry circles.
As a professional capital market institution growing up in the Greater Bay Area, the Company has advantages in industrial research and capital operation, actively explores a new model of industry-finance integration and supports the transformation and upgrading of regional economies and industries by deepening the integration of local industry and capital and building industrial fund in various forms; gives full play to the role of capital market in value discovery and resource allocation, and realizes financial services in industries with the full life cycle by building industrial clusters through direct financing.
DIRECTORS' REPORT
At the end of December 2025, the Company had 357 branches and business departments nationwide, with a presence in 31 provinces, municipalities, and autonomous regions across the PRC. The number and coverage ratio of business outlets in the nine cities of the Pearl River Delta in the Guangdong-Hong Kong-Macao Greater Bay Area ranked No. 1 in the industry, providing a wide range of market reach for the Company's business and laying important support for customer accumulation and service.
(6) Philosophy of compliance and steady development
The Company is one of the first batch of pilot compliance management brokerages selected by the CSRC, one of the first brokerages to implement a comprehensive risk management strategy in the industry, and one of the few major brokerages which has not accepted investment or undergone restructuring due to operating losses among the first batch of brokers established from the end of the 1980's to the early 1990's.
The Company adheres to its operation and management philosophy of stable operation, with compliance operation as the Company's bottom line to ensure its steady and long-term development and risk management capabilities as the powerful tool to guarantee its high-quality development. Based on strengthening risk control and prevention, the Company has stuck to the bottom line of compliance, consolidated the lifeline of risk control, and continued to improve the comprehensive risk management system to powerfully support the steady development of the Company's various businesses.
V. PROFIT DISTRIBUTION AND PROPOSED DIVIDEND
The formulation and implementation details of the Company's cash dividends policy and the profit distribution proposal for 2025 are set out in "IX. Profit Distribution and Conversion of Capital Reserves into Share Capital of the Company" of Section 6 "Corporate Governance, Environment and Society" in this report.
VI. SHARE CAPITAL CHANGES AND MATTERS RELATING TO BONDS
For details of the changes in the total number of ordinary shares and the shareholding structure of the Company during the Reporting Period, please refer to "I. Changes in shareholdings" of section 8 "Changes in Shareholdings and Particulars about Shareholders" in this report.
For details on the issuance of securities (excluding preference shares) during the Reporting Period, please refer to "II. Securities Issuance and Listing" of Section 8 "Changes in Shareholdings and Particulars about Shareholders" in this report.
For details on the issuance of corporate bonds, subordinated bonds, short-term financing bills and financial bonds by the Company, please refer to Section 9 "Bonds" in this report.
VII. DIRECTORS AND SENIOR MANAGEMENT OF THE COMPANY
For details of the composition of the Directors and senior management of the Company, their changes and biographies during the Reporting Period, please refer to "IV. Particulars about Directors and Senior Management" of Section 6 "Corporate Governance, Environment and Society" in this report.
DIRECTORS' REPORT
VIII. SERVICE CONTRACTS OF DIRECTORS
The Company has entered into the Service Contracts for Directors with each of the eleven Directors of the current eleventh session of the Board of Directors. The term of office of the Directors was effective from the date of approval by the general meeting until the expiry date of the term of office for the eleventh session of the Board of Directors. The Service Contracts for Directors provide the agreed terms on the duties and responsibilities of the Directors during their term of office.
In addition, none of the Directors of the Company has entered into any service contract with the Company or its subsidiaries which is not terminable within one year without payment of compensation, other than statutory compensation.
IX. DIRECTORS AND CHIEF EXECUTIVE'S INTERESTS AND SHORT POSITIONS IN THE SHARES, UNDERLYING SHARES OR DEBENTURES OF THE COMPANY AND ITS ASSOCIATED CORPORATIONS
Please refer to "8. Directors and Chief Executive's Interests and Short Positions in the Shares, Underlying Shares or Debentures of the Company and its Associated Corporations" under "III. Shareholders and De Facto Controllers" of Section 9 "Changes in Shareholdings and Particulars about Shareholders" in this report.
X. SHARE PURCHASE RIGHTS OF DIRECTORS
Save as disclosed in this report, neither of the Company nor any of its subsidiaries has participated at any time during the year in any arrangement through which the Directors of the Company may benefit by purchasing shares or bonds of the Company or any other entities.
XI. PERMITTED INDEMNITY PROVISION
Appropriate insurance policy arrangements have been made by the Company in respect of the responsibilities of the Directors and members of the senior management to cover possible legal liabilities owed to third parties arising from corporate activities that may be faced by the Directors and members of the senior management.
XII. INTERESTS OF DIRECTORS (AND ENTITIES CONNECTED WITH THEM) IN SIGNIFICANT CONTRACTS
Except for the service contracts, the Group has not entered into any significant contracts in which any Director of the Company (or any entity connected with him/her) have, directly or indirectly, a material interest during the Reporting Period.
DIRECTORS' REPORT
XIII. INTERESTS OF DIRECTORS IN BUSINESSES COMPETING WITH THE BUSINESS OF THE COMPANY
The Directors of the Company do not have any interest in any business that competes with the business of the Company.
XIV. MANAGEMENT CONTRACTS
For the year ended December 31, 2025, no contract has been entered into for the management and administration of the entire business or any material part of the business of the Group.
XV. MAJOR CUSTOMERS
The Company utilizes a wide range of financial instruments to serve the various financial needs of corporations, individuals, institutional investors, financial institutions and government clients and provide comprehensive solutions. Our major customers are based in the PRC. With the development of international business, the Company also provides services to overseas customers. In 2025, income generated from the five largest customers of the Company contributed less than 5% to the total revenue and other income of the Company.
None of the shareholders owning more than 5% of interests in the Company, Directors and their respective associates has any interest in the five largest customers of the Company. The Company has no major supplier due to the nature of its business.
XVI. CHARITABLE DONATIONS
During the Reporting Period, the Group’s total expenditure on social charity was RMB31,557,200, including the Company’s donations to GF Charity Foundation and the expenditure on social charity of its wholly-owned and controlled subsidiaries. The GF Charity Foundation established by the Group actively carried out activities such as rural revitalization and education assistance with a total expenditure on social charity of RMB26,480,500 during the Reporting Period.
XVII. RESERVES AND RESERVES FOR PROFIT DISTRIBUTION
For particulars about changes in reserves and reserves for profit distribution, please refer to the “Consolidated Statement of Changes in Equity” of Financial Statements and Notes 59 and 60 to the Consolidated Financial Statements in this report.
XVIII. EMPLOYEES
Human resources are one of the greatest assets of the Group. The Company is committed to increasing effort in building its talents pool by enhancing training and improving the quality of employees. Please refer to “VII. Information of the Staff of the Company” in Section 6 “Corporate Governance, Environment and Society” in this report.
XIX. PUBLIC FLOAT
As of the date of this report, based on publicly available information and to the best knowledge of the Directors, the H Shares of the Company held by the public represent at least 5% of the total issued shares of the Company. Accordingly, the public float of the Company complies with the minimum public float requirements under the Hong Kong Listing Rules.
DIRECTORS' REPORT
XX. PRE-EMPTIVE RIGHT ARRANGEMENT
Pursuant to the PRC laws and the Articles of Association, shareholders of the Company have no pre-emptive rights.
XXI. ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT AND PERFORMANCE OF SOCIAL RESPONSIBILITIES
Regarding the environmental, social and governance (ESG) and the performance of social responsibilities of the Company, please refer to "XXI. Social Responsibilities" of Section 6 "Corporate Governance, Environment and Society" in this report. The Company implemented the new development concept of "innovation, coordination, green, openness and sharing" to support the construction of ecological civilization and green low-carbon industry. We remained as a practitioner of responsible investment and green finance. By focusing on rural revitalization, providing student subsidies and boosting education, finance empowerment and medical assistance, the Company actively responded to the primary concerns of stakeholders, and effectively coordinated Company's economic and social benefits, as well as its own development and social development. We strengthened the comprehensive risk management of the Group and strictly abided by compliance operation requirements to constantly improve the level of ESG governance. The Company has complied with the mandatory disclosure requirement and the "comply or explain" provisions as set out in the "Environmental, Social and Governance Reporting Code" during the year. For details, please refer to "GF Securities Co., Ltd. 2025 Social Responsibilities and Environmental, Social and Governance (ESG) Report" published by the Company.
Regarding the governance of the Company, please refer to Section 6 "Corporate Governance, Environment and Society" in this report.
XXII. REVIEW OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The financial statements of the Company for the year ended December 31, 2025 have been reviewed by the Audit Committee of the Board of Directors of the Company.
XXIII. SUBSEQUENT EVENTS
Please refer to Note 75 to the Consolidated Financial Statements in this report for details of subsequent events after the Reporting Period.
By Order of the Board
Lin Chuanhui
Chairman
Guangzhou
March 30, 2026
SECTION 5
MANAGEMENT DISCUSSION AND ANALYSIS
6
Annual Report 2025

MANAGEMENT DISCUSSION AND ANALYSIS
I. OVERVIEW
The year 2025 marks the final year of the 14th Five-Year Plan. Under the strong leadership of the Central Committee of the Party with Comrade Xi Jinping at its core, China's economy demonstrated resilience and vitality. The overall national economic operation was stable and the total economic output achieved a new leap with a year-on-year growth of 5.0% in GDP (Source: National Bureau of Statistics).
In 2025, in the severe environment full of multiple risks and challenges, the capital market made steady progress and developed towards a new and better future with its resilience and vitality being significantly enhanced. The CSRC made overall plans to promote the capital market to prevent risks, strengthen supervision and promote high-quality development, systematically reshaped the fundamental system and regulatory logic of the market and built strong breakwaters to maintain the stable operation of the market. Moreover, the CSRC deepened the comprehensive reform of investment and financing, achieved a major breakthrough for the promotion of the medium and long-term funds entering the capital market and promoted the improvement of the quality and investment value of listed companies. During this process, the securities industry actively integrated into the various aspects of economic and social development, proactively served the major national strategies, deeply implemented the customer-centric development philosophy with the market landscape and the business structure, innovation and development and risk management capabilities undergoing profound changes, showing a good development trend.
In 2025, under the guidance of the Board of Directors, the Company continued to insist on functional performance and promote high-quality development. Thanks to the joint efforts of all employees, the Company achieved excellent operating results, with its main operating indicators remaining at the forefront of the industry. As of December 31, 2025, total assets of the Group amounted to RMB975,484 million, representing an increase of 28.57% as compared to the end of last year; and equity attributable to owners of the Company amounted to RMB156,111 million, representing an increase of 5.77% as compared to the end of last year. During the Reporting Period, total revenue and other income of the Group was RMB44,513 million, representing a year-on-year increase of 21.72%; total expenses were RMB27,930 million, representing a year-on-year increase of 9.52%; and net profit attributable to owners of the Company was RMB13,702 million, representing a year-on-year increase of 42.18%.
MANAGEMENT DISCUSSION AND ANALYSIS
II. PRINCIPAL BUSINESSES OPERATED BY THE GROUP DURING THE REPORTING PERIOD
1. Investment banking business segment
The Group’s investment banking business segment mainly comprises of equity financing business, debt financing business and financial advisory business. The Company carried out the overseas investment banking-related business through its indirect wholly-owned subsidiary, GF Capital (Hong Kong).
(1) Equity financing business
In 2025, the total number and financing amount of equity financings¹ in the A share market completed were 296 and RMB919,567 million, respectively, representing a year-on-year increase of 12.12% and 269.36%, respectively. Specifically, the number and financing amount of IPOs were 112 and RMB130,835 million, respectively, representing a year-on-year increase of 9.80% and 97.40%, respectively; and the number and financing amount of refinancing projects were 184 and RMB788,732 million, respectively, representing a year-on-year increase of 13.58% and 331.75%, respectively (Source: Wind, 2026). The number of newly listed companies on the NEEQ was 332, representing a year-on-year decrease of 5.14%; and the number and financing amount of private placing of listed companies on the NEEQ were 178 and RMB7,420 million, respectively, representing a year-on-year decrease of 14.01% and 37.86%, respectively (Source: NEEQ). The number and financing amount of financing projects in the Hong Kong stock market were 691 and HK$613,103 million, respectively, representing a year-on-year increase of 47.02% and 251.44%, respectively. Specifically, the number and financing amount of IPOs was 117 and HK$286,736 million, respectively, representing a year-on-year increase of 67.14% and 225.29%; and the number and financing amount of refinancing projects were 574 and HK$326,367 million, respectively, representing a year-on-year increase of 43.50% and 278.15%, respectively (Source: Wind, 2026).
During the Reporting Period, the Company closely adhered to the main purpose of serving the high-quality development of the real economy, thoroughly implemented national strategies and regulatory requirements and actively played the roles of “service provider” in direct financing and “gatekeeper” in the capital market. We adhered to the industry-oriented approach, focused on key sectors, accumulated industrial resources, established industrial ecosystem and improved our professional capabilities with the efforts in the transformation to an industrial investment bank achieving initial results. In addition, we deepened our business cultivation in key regions with our enhanced competitiveness in the Greater Bay Area and Yangtze River Delta Region. Moreover, we continued to deepen our domestic and overseas integration strategy, improved the cross-border talent training and collaboration mechanism, comprehensively improved the quality and efficiency of cross-border services and effectively contributed to domestic enterprises in their overseas expansion. We also strengthened the construction of AI-enabled investment bank for the technology-enabled business quality and efficiency improvement as well as comprehensive risk management and control.
¹ including IPO, new issuance, rights issue, preference shares, convertible bonds, of which new issuance excluded acquisition of assets by issuance of shares (based on the issue date).
MANAGEMENT DISCUSSION AND ANALYSIS
In respect of domestic equity financing, the Company completed eight A share equity financing projects with a lead underwritten amount of RMB18,793 million; and completed eight listings on the NEEQ during the Reporting Period. As of the end of 2025, the Company sponsored a total of 52 companies listed on the market as the lead brokerage, of which 80.77% were “specialized, sophisticated, distinctive and innovative” enterprises. During the Reporting Period, the Company won the 2025 Best Domestic Investment Bank by New Fortune, Junding Award for All-round Investment Bank by Securities Times, and Investment Banking AI Wenquxing (投行 AI 文曲星) won the 2024 FinTech Development Award by People’s Bank of China. In respect of overseas equity financing, the Company completed 23 overseas equity financing projects, including 22 Hong Kong IPO projects and one Hong Kong refinancing project, with issuance size of HK$106,775 million; and its equity financing business in Hong Kong ranked fifth among Chinese-based securities companies in terms of total issuance size of IPOs and refinancing projects equally distributed among all underwriters (Source: Bloomberg and Statistics of the Company).
| A-share projects | 2025 | 2024 | ||
|---|---|---|---|---|
| Lead underwritten amount (RMB100 million) | Number of lead underwriters | Lead underwritten amount (RMB100 million) | Number of lead underwriters | |
| Initial public offering (IPO) | 13.18 | 3 | 8.05 | 3 |
| Refinancing offering | 174.75 | 5 | 78.61 | 5 |
| Total | 187.93 | 8 | 86.66 | 8 |
Source: Statistics of the Company, Wind.
MANAGEMENT DISCUSSION AND ANALYSIS
(2) Debt financing business
In 2025, the domestic bond market showed a volatile upward trend. The issuance amount of major credit bonds³ was RMB19.65 trillion, representing a year-on-year increase of 7.50%. Specifically, the issuance amount of corporate bonds³ was RMB4,510,155 million, representing a year-on-year increase of 11.51%; the issuance amount of debt financing instruments of non-financial enterprises was RMB9,461,137 million, representing a year-on-year decrease of 2.45%; and the issuance amount of non-policy financial bonds was RMB5,678,059 million, representing a year-on-year increase of 25.23% (Source: Wind). In respect of overseas market, supported by the expectation of interest rate cut by the Federal Reserve and the Chinese issuers* demand for refinancing and repayment upon maturity of their overseas bonds, the Chinese-issued overseas bond market grew slightly in 2025. The issuance amount of Chinese-issued overseas bonds was US$166,607 million, representing a year-on-year increase of 6.03% (Source: DMI).
During the Reporting Period, the Company deeply promoted the integration of resources, focused on the expansion of customers in key regions, accelerated the construction of digital intelligence and comprehensively improved the quality of project practicing. During the Reporting Period, the Company acted as the lead underwriter for 869 tranches of bonds, with a lead underwritten amount of RMB318,857 million, ranking 9th in the industry. The Company promoted the implementation of innovative bond products based on major national strategic directions such as technological innovation, green and low-carbon. During the Reporting Period, the Company acted as the lead underwriter for 138 tranches of various science and technology innovation bonds with an underwritten amount of RMB39,546 million; acted as the lead underwriter for 34 tranches of various low-carbon transformation and green bonds with an underwritten amount of RMB7,894 million; and acted as the lead underwriter for ten tranches of rural revitalization bonds with an underwritten amount of RMB2,472 million. The Company continued to improve the quality control system of its bond business and consolidated its practicing foundation and received a Class A rating in the 2025 quality evaluation of bond practices of securities companies organized by the Securities Association of China. In respect of Chinese-issued overseas bonds business, the Company completed 59 bond issuance projects with an underwritten amount of HK$87,097 million.
² Major credit bonds include corporate bonds, enterprise bonds, debt financing instruments of non-financial enterprises, non-policy financial bonds and exchangeable bonds.
³ Corporate bonds include enterprise bonds, general corporate bonds, privately placed bonds and exchangeable bonds.
MANAGEMENT DISCUSSION AND ANALYSIS
| Domestic projects | 2025 Lead underwritten | 2024 Lead underwritten | ||
|---|---|---|---|---|
| amount (RMB100 million) | Number of offerings (tranches) | amount (RMB100 million) | Number of offerings (tranches) | |
| Corporate bonds | 2,030.72 | 583 | 1,698.03 | 401 |
| Financial bonds | 747.72 | 95 | 726.45 | 99 |
| Debt financing instruments of non-financial enterprises | 410.13 | 191 | 538.74 | 165 |
| Total | 3,188.57 | 869 | 2,963.22 | 665 |
Source: Wind.
(3) Financial advisory business
In 2025, 173 A share listed companies announced material asset restructuring for the first time, representing a year-on-year increase of 54.46%, with a total transaction amount disclosed of approximately RMB1,032,242 million (Source: Wind, 2026).
During the Reporting Period, in line with the national industrial policies and regional development strategies, the Company held AI-themed M&A forums by relying on Guangdong Capital Market M&A & Reconstructing Alliance (廣東資本市場併購聯盟), continuously improved the construction of the M&A business ecosystem, provided clients with multi-level and all-round comprehensive financial services and facilitated the efficient and orderly circulation of assets and capital. During the Reporting Period, the Company completed two major asset restructuring projects of listed companies with industrial and regional influence and projects of purchasing assets by issuing shares and seven projects on acquisition of control over listed companies. The Company was awarded the 2025 Best M&A Investment Bank by New Fortune. In respect of overseas projects, GF Capital (Hong Kong) completed one financial advisory project.
MANAGEMENT DISCUSSION AND ANALYSIS
2. Wealth management business segment
The Group’s wealth management business segment mainly comprises wealth management and brokerage business, futures brokerage business, margin financing and securities lending business, re-purchase transaction business and financial leasing business. The Group carries out futures brokerage business and financial leasing business through its wholly-owned subsidiaries, GF Futures and GFFL, respectively, and oversees brokerage business through its indirect wholly-owned subsidiary, GF Securities (Hong Kong).
(1) Wealth management and brokerage business
As of the end of 2025, the SSE Composite Index, the SZSE Component Index and the ChiNext Index rose by 18.41%, 29.87% and 49.57%, respectively; and the trading turnover of stocks and funds in the market amounted to RMB505.57 trillion, representing a year-on-year increase of 70.89% (Source: Wind). Hong Kong’s Hang Seng Index, Hang Seng China Enterprises Index and Hang Seng Technology Index rose by 27.77%, 22.27% and 23.45%, respectively, as compared to the end of last year; and the average daily trading turnover of the Hong Kong stock market was HK$249.82 billion, representing a year-on-year increase of 89.52% (Source: Hong Kong Stock Exchange).
During the Reporting Period, the Company, steadfastly served as the “manager” of social wealth. In close alignment with the Company’s high-quality development strategy, the Company strengthened its customer foundation, deepened the transformation of its wealth management business, and reinforced a research-driven investment approach. The balance of product sales reached new heights, accelerating the transition from traditional distribution to a research-driven, solution-oriented, asset-allocation-based, and buy-side advisory model. The Company actively explored pathways for large-scale online customer acquisition, expanded institutional and corporate client services, and comprehensively advanced Program Day Trading business. Embracing AI technological advancements, the Company explored innovative and efficient customer service models. The Company adhered to the principle of “the Company will not carry out those businesses if it is not clear how to carry out and control them”, and strictly adhered to the bottom line of compliance.
In respect of domestic market, as of the end of December 2025, the total balance of financial products sold by Company on a commission basis exceeded RMB370 billion, representing an increase of approximately 42.65% as compared to the end of last year; according to the statistics of the Securities Association of China, a total of more than 4,800 employees were qualified as investment advisors, ranking third in the industry (based on data of parent company). In 2025, the turnover of the Company’s SSE and SZSE stock and funds amounted to RMB40.38 trillion (bilateral statistics), representing a year-on-year increase of 68.64%. In the overseas market, the Group further diversified its product offerings and continued to transform into wealth management with the income scale, assets under management and financial products as well as the high-net-worth clients base achieving a year-on-year growth.
MANAGEMENT DISCUSSION AND ANALYSIS
The trading volume and market share of the Company’s securities trading agency business on SSE and SZSE are shown in the table below:
| Item | January to December 2025 | January to December 2024 | ||
|---|---|---|---|---|
| Trading volume as agent (RMB100 million) | Market share (%) | Trading volume as agent (RMB100 million) | Market share (%) | |
| Stocks | 341,088.71 | 4.05 | 198,940.41 | 3.86 |
| Funds | 62,745.90 | 3.70 | 40,528.34 | 5.32 |
| Bonds | 719,544.88 | 5.39 | 534,989.53 | 4.85 |
| Total trading volume | 1,123,379.50 | 4.79 | 774,458.29 | 4.57 |
Note 1: The data is from the statistics of SSE, SZSE and Wind; Note 2: The data in the above table is the data of the parent company; Note 3: The market share refers to the ratio of trading volume of this type of securities to the total trading volume of such type of securities traded on the SSE and SZSE in the same period.
The financial products agency sales of the Company in 2025 are shown in the table below:
| Type | Total sales amount for the period (RMB100 million) | Total redeemed amount for the period (RMB100 million) |
|---|---|---|
| Fund products | 2,960.26 | 2,222.17 |
| Trust products | 1,372.46 | 1,082.51 |
| Other financial products | 9,452.61 | 9,646.95 |
| Total | 13,785.33 | 12,951.63 |
Note: The total sales and redeemed amount in this table include the subscription, application, redemption and targeted investment of OTC products and on-market products, as well as the sales of asset management products issued by GF Asset Management.
MANAGEMENT DISCUSSION AND ANALYSIS
(2) Futures brokerage business
In 2025, on a unilateral basis, the cumulative trading volume of the futures market was RMB766.25 trillion, representing a year-on-year increase of 23.74%, of which the cumulative trading volume of commodity futures and options was RMB511.06 trillion, representing a year-on-year increase of 19.31%; the cumulative trading volume of financial futures and options was RMB255.19 trillion, representing a year-on-year increase of 33.66% (Source: China Futures Association).
During the Reporting Period, GF Futures deeply explored the needs of customers within the industry, reinforced the empowerment of scientific and technological research and professional service, and continuously improved the quality and efficiency to serve the real economy, thus achieving steady development of its domestic and overseas businesses. During the Reporting Period, GF Futures’ trading volume and the market share in terms of trading amount increased by 0.45 percentage point and 0.41 percentage point respectively on a year-on-year basis. Following the incorporation of GF Futures (Singapore) as part of its international expansion, GF Futures saw its overseas subsidiaries report a year-on-year increase in both consolidated operating revenue and net profit. GF Futures (Hong Kong) was awarded the “Top Five Chinese Futures Brokers” by the Singapore Exchange for SGX Iron Ore Derivatives and SGX USD/CNH Futures in 2025.
(3) Margin financing and securities lending business
As of the end of December 2025, the balance of margin financing and securities lending in the entire market was RMB2,540.682 billion, representing an increase of 36.26% as compared to the end of last year (Source: Wind).
During the Reporting Period, the Company adhered to the principle of customer-centricity, and continued to optimize the service system by focusing on customer needs, resource endowments and market environment. Guided by the core tenets of “professional empowerment and meticulous service,” the Company enhanced its product and service offerings for clients. Through rigorous business management, an optimized product matrix and service experience, and robust compliance and risk control, the Company fostered the healthy and orderly expansion of its margin financing and securities lending business.
As of the end of December 2025, the balance of margin financing and securities lending of the Company was RMB138.979 billion, representing an increase of 34.04% as compared to the end of last year, with a market share of 5.47%.
Annual Report 2025 63 SECTION 5 MANAGEMENT DISCUSSION AND ANALYSIS
MANAGEMENT DISCUSSION AND ANALYSIS
(4) Repurchase transaction business
During the Reporting Period, the Company steadily carried out the stock pledge business, strengthened risk management, strictly implemented various measures on duration management and continued to optimize asset structure, with a stable and upward trend in asset quality. As of the end of December 2025, the balance of the exchange traded Stock Pledged Repo Transaction business carried out by the Company with its owned funds was RMB7.263 billion, representing a decrease of 23.19% as compared to the end of last year.
(5) Financial leasing business
During the Reporting Period, GFFL continued to strengthen the construction and optimization of its comprehensive risk management system.
As of the end of December 2025, the Group’s net amount of the lease receivables amounted to RMB15 million.
3. Trading and institution business segment
The Group’s trading and institution business segment mainly includes the equity investment and trading business, fixed income sales and trading business, equity derivatives sales and trading business, alternative investment business, investment research business and asset custody business.
(1) Equity investment and trading business
The equity investment and trading business of the Company is mainly engaged in stock investment and trading.
In 2025, both the A-share and Hong Kong stock market delivered strong performance, marked by major A-share indices closing higher across the board. The Shanghai Composite Index rose by 18.41% for the year, while the ChiNext Index and the Shenzhen Component Index surged by 49.57% and 29.87%, respectively. Market hotspots were concentrated in the technology and resources sectors, with non-ferrous metals, telecommunications and electronics leading the gains. The Hang Seng Index rose by 27.77%, and the Hang Seng Tech Index climbed by 23.45%.
During the Reporting Period, in respect of equity investment, the Company adhered to the value investment approach, strengthened the combination of top-down macro-strategy with the research of the industry and individual stocks, continuously developed core investment research capabilities, and used multi-strategy investment tools to mitigate the fluctuation of investment income, achieving good investment performance.
MANAGEMENT DISCUSSION AND ANALYSIS
(2) Fixed income sales and trading business
The fixed income sales and trading of the Company consists mainly of sales of underwritten bonds to institutional clients, and market-making and trading of financial products and the relevant derivatives with fixed income.
In 2025, the domestic monetary policy was moderately loose while the fiscal policy was actively strengthened. Overseas, inflation edged up modestly amid tariff-related disruptions, and the Federal Reserve entered the final phase of its rate-cutting cycle. ChinaBond — New Composite Wealth Index (Full Price) increased by 0.65% as compared with the end of the previous year; the interest rate of the 10-year Treasury Bond was 1.85%, up 17bp from the end of the previous year; the interest rate of the 10-year U.S. Treasury Bond was 4.18%, down 40bp as compared with the end of the previous year; Chinese issued US Dollar-denominated Bond Index increased by 7.32% as compared with the end of the previous year (Source: Wind, Bloomberg).
During the Reporting Period, the Company effectively controlled the duration, leverage and investment scale of its bond investment portfolio, and seized structural opportunities in the market to achieve better investment performance. During the Reporting Period, the scale of FICC continued to grow with multiple assets and multiple strategies. The Company strengthened the forward-looking research and layout of public REITs, convertible bonds, exchangeable bonds and cross-border investment, and continued to improve our multi-asset and multi-strategy investment capabilities.
(3) Equity derivatives sales and trading business
Based on customer and market needs, the Company studies, designs and sells a variety of OTC products, including non-standard products, income certificates and OTC derivatives, and engages in market making and trading of equity products and derivative products.
In 2025, the OTC derivatives market continued to develop in a standardized and healthy direction, and the domestic ETF fund market continued to flourish.
During the Reporting Period, as a primary dealer of OTC derivatives business, based on its professional advantages in derivatives pricing and trading, the Company continuously strengthened the construction of team and system, was deeply engaged in product creation, strategy innovation, trading and sales, as well as customer services capabilities, and diversified and expanded its product system, types of underlying products and revenue structure, so as to continuously provide institutional customers with asset allocation and risk management solutions through OTC derivatives. The market-making business of the Company continued to be in the first echelon of the market, and officially launched the market-making business in the STAR Market and the BSE, providing market-making services for more than 1,100 funds and all ETF options of the SSE and SZSE, market-making services for CSI 300 stock index options and CSI 1000 stock index options of the China Financial Futures Exchange, as well as market-making services for 15 STAR Market-listed companies, 10 BSE-listed companies, and 33 NEEQ companies. During the Reporting Period, the Company issued 110,115 private equity products through the China Securities Inter-agency Quotation System and OTC market, with a total amount of RMB1,059.276 billion.
MANAGEMENT DISCUSSION AND ANALYSIS
(4) Alternative investment business
The Group carried out alternative investment business with its own funds through GF Qianhe, a wholly-owned subsidiary. Currently, the Group mainly focuses on equity investment business.
In 2025, the number of investment cases in China's equity investment market was 10,795, representing a year-on-year increase of 28.4%; the total investment scale was RMB928.716 billion, representing a year-on-year increase of 45.6%; the number of exit cases was 5,211, representing a year-on-year increase of 41.0% (Source: Zero2IPO Research).
During the Reporting Period, GF Qianhe focused on hard technology, AI+, advanced manufacturing, healthcare, special opportunity investment and other major fields. As of the end of December 2025, the accumulated number of projects invested by GF Qianhe was 342.
(5) Investment research business
The investment research business of the Group mainly comprises the provision of professional services in various areas such as macro economy, strategy, fixed income, financial engineering, industry and listed companies for institutional clients, empowering and supporting the Company's core business development, providing various types of think tank consulting services and promoting professional exchanges at home and abroad.
During the Reporting Period, the Group continued to promote the research-driven development model, accelerated transforming research results and empowering the core business of the Company, responded actively to international development requirements and further expanded into overseas research business. As of the end of December 2025, the Group's equity research covered 28 industries and 951 A-share listed companies in Mainland China, and 232 overseas listed companies. The Company actively promoted the adoption of digital intelligence in research business, further explored AI applications in intelligent investment and research functions, establishing a multi-platform, multi-channel and multi-dimensional customer service system by leveraging the GF research portal and mini programs. During the Reporting Period, the industrial research institute of the Company continued to build the ecosystem of production, learning, research, investment and financing, and focused on the key racing tracks to deepen the industry research. The Group engaged scientific advisors to upgrade its industrial expertise and integrated resources from scientists, academic institutions, investment firms, enterprises, and government bodies to establish a collaborative platform. Through this platform, the Group leveraged finance to efficiently transform scientific and technological achievements into real productive forces, thereby supporting the tech-driven economy and empowering its own high-quality development. In addition, the Group strengthened its research on capital markets and regional economies, actively participated in the preliminary research for the "15th Five-Year Plan" of Guangdong Province and contributed to the economic, industrial, and capital market development of the nation and the Guangdong-Hong Kong-Macao Greater Bay Area. These efforts continuously enhanced the influence of its think tank brand.
MANAGEMENT DISCUSSION AND ANALYSIS
The outstanding research capacity of the Company enjoys a high recognition in the industry and received numerous honors and awards. From 2017 to 2025, the Company received many institutional awards and ranked in the forefront by mainstream evaluators for consecutive years, including Best Analyst of Securities Times (證券時報最佳分析師), Best Analyst of New Fortune (新財富最佳分析師), Golden Bull Award for China Securities Industry Analysts (中國證券業分析師金牛獎), Sell-side Analyst Crystal Ball Award (賣方分析師水晶球獎), Best Analyst of Shanghai Securities News (上海證券報最佳分析師), Golden Kirin Analyst of Sina Finance (新浪財經金麒麟最佳分析師) and the Golden Analyst of the 21st Century (21 世紀金牌分析師). During the Reporting Period, by concentrating on the main theme of building the Chinese style modernization and focusing on the development direction of new quality productivity, the Company facilitated the deep integration of technological and industrial innovation. It organized large-scale conferences on investment strategies successfully, such as “AI+Industry Forum”, “Dialogue with Master”, and “Insight into China Assets” to establish a platform for exchange between listed companies and institutional investors. The Company successfully hosted the “Insight into China • Sailing into the Future” Global Investment Forum in Hong Kong, gathering leading enterprises from the AI, robotics, new energy, and innovative drug industries. The forum presented international investors with a clear lens into the opportunities embedded in China’s advantaged assets.
(6) Asset custody business
The Company provides high-quality asset custody and fund operation outsourcing services for various asset management institutions such as funds, securities, futures, banks and trusts.
In 2025, the CSRC issued the Action Plan to Promote High Quality Development of Public Funds, in which 25 measures were proposed to promote innovative development of equity fund products. The public offering fund industry sustained its robust growth momentum, while the private fund industry continued to expand alongside the ongoing optimization of its industry structure. As of the end of 2025, the size of public offering fund reached RMB37.71 trillion, while the size of existing private funds increased to RMB22.15 trillion (Source: Asset Management Association of China).
During the Reporting Period, the Company focused on promoting the custody of index-based public offering funds, refined the business structure of private funds and constantly enhanced its operational service and risk management capabilities, thereby facilitating the stable and sound development of the asset custody business. As of the end of 2025, 3,853 products were under the custody of the Company and fund operation outsourcing services were provided for 4,342 products and the Company ranked fourth in the industry in terms of the outstanding scale of custody of non-money market public offering fund (Source: Wind).
4. Investment management business segment
The Group’s investment management business segment mainly covers asset management business, public fund management business and private fund management business.
MANAGEMENT DISCUSSION AND ANALYSIS
(1) Asset management business
The Group’s asset management clients include individuals and institutional investors. The Group carries out asset management business through its wholly-owned subsidiaries, namely GF Asset Management and GF Futures, and its indirectly wholly-owned subsidiary, namely GF Asset Management (Hong Kong). In 2025, the asset management business of securities firms actively responded to the policy calls such as the new “Nine Guidelines for Capital Market”, actively returned to the origin of the industry, continuously improved the professional level, and steadily promoted the standardized transformation. As of the end of December 2025, the total size of private asset management products managed by securities and futures firms reached RMB12.30 trillion (excluding social security funds and enterprise annuity; Source: Asset Management Association of China).
During the Reporting Period, GF Asset Management deepened the development of its investment research system, enhanced its active management capabilities, and strengthened the development of distinctive strategies. Leveraging the Group’s full business chain to strengthen internal collaboration, GF Asset Management continued to optimize its business structure, and achieved a 31.57% growth in management fee income as compared with that in 2024. As of the end of December 2025, the net value of single asset management schemes and specific asset management schemes of GF Asset Management increased by 12.61% and 38.08%, respectively, as compared with the end of 2024, while the net value of collective asset management schemes decreased by 38.68%, as compared with the end of 2024; the total scale decreased by 16.82% as compared with the end of 2024. As of December 2025, the outstanding scale of the asset management plans (excluding securities companies’ Large Collective Products and ABS products) of GF Asset Management ranked 8th (Source: Asset Management Association of China).
The asset management scale of GF Asset Management is as follows:
| Net value of asset management (RMB100 million) | ||
|---|---|---|
| December 31, 2025 | December 31, 2024 | |
| Collective asset management business | 946.64 | 1,543.83 |
| Single asset management business | 914.09 | 811.70 |
| Specific asset management business | 248.02 | 179.62 |
| Total | 2,108.74 | 2,535.16 |
Source: Statistics of the Company.
As of the end of December 2025, there were 71 asset management schemes managed by GF Futures, with a total asset under management of RMB5.761 billion.
In the area of overseas asset management business, GFHK is one of the first batch of financial institutions in Hong Kong with the PRC background granted with RQFII qualification. As of the end of December 2025, there was 1 fund product managed by GF Asset Management (Hong Kong).
MANAGEMENT DISCUSSION AND ANALYSIS
(2) Public fund management business
The Group carries out public fund management business through its non-wholly owned subsidiary, GF Fund, and investee company, E Fund. As of the end of December 2025, it held 54.53% interest in GF Fund and held 22.65% interest in E Fund and was one of the three parallel largest shareholders.
In 2025, the public fund industry as a whole showed a steady and sound development trend. Against the backdrop of ongoing deepening reforms in capital market investment and financing, the Action Plan for Promoting the High-Quality Development of Public Funds was issued and fully implemented, guiding the industry to further emphasize its functional positioning and enhance overall quality and service standards. Supported and guided by policy, fund companies have continued to strengthen investor return orientation, vigorously develop equity funds, and actively promote product innovations such as floating fees and technology-and-innovation-themed funds, better serving the development of new quality productive forces and the wealth management needs of residents. As of the end of December 2025, the net assets of the public fund management business managed by public funds management institutions totaled RMB37.71 trillion, representing an increase of 14.89% from that at the end of last year (Source: Asset Management Association of China).
GF Fund is one of the investment managers of the National Social Security Fund and Basic Pension Insurance Fund. It also provides asset management services for insurance companies, financial companies, other institutional investors and general investors. In addition, GF Fund can invest the capital raised domestically in overseas capital market through QDII and other manners, and invest capital raised from overseas markets in China's capital market in the form of QFII through GF International Investment Management Limited, its wholly-owned subsidiary. During the Reporting Period, GF Fund adhered to the main line of high-quality development and actively strengthened the construction of its core capabilities of investment research, continued to strengthen product quality control and management, enriched product offerings in line with national strategies and policy directions and steadily enhanced investor service standards. As of the end of December 2025, the public funds managed by GF Fund in aggregate reached RMB1,663.21 billion, representing an increase of 13.43% as compared to the end of 2024, and the total fund size excluding money market funds amounted to RMB1,015.16 billion, ranking third in the industry (Source: Wind, Statistics of the Company).
E Fund is one of the investment managers of the National Social Security Fund and Basic Pension Insurance Fund. It also provides asset management services for insurance companies, financial companies, enterprise annuity, other institutional investors and general investors. In addition, E Fund can invest capital raised domestically in overseas capital market through QDII, and invest capital raised from overseas markets in China's capital market in the forms of QFII and RQFII through E Fund Management (HK) Co., Ltd., its wholly-owned subsidiary. During the Reporting Period, E Fund strictly adhered to all policies and regulations. Closely focusing on the high-quality development strategy of the public fund industry, it continuously enhanced its ability to serve the real economy, support national strategies and capital market reform and development, and meet the wealth management needs of residents. It is committed to building a first-class investment institution, contributing to high-quality economic and social development through its own high-quality growth. As of the end of December 2025, the public funds managed by E Fund in aggregate reached RMB2,570.54 billion, representing an increase of 25.17% as compared to the end of 2024, and the total fund size excluding money market funds amounted to RMB1,817.855 billion, ranking first in the industry (Source: Wind, Statistics of the Company).
MANAGEMENT DISCUSSION AND ANALYSIS
(3) Private fund management business
The Group engages in private fund management business through GF Xinde, its wholly-owned subsidiary, and is engaged in overseas private equity fund business through its indirectly wholly-owned subsidiary, GF Investments (Hong Kong) and institutions thereunder.
In 2025, the Government Work Report proposed improving a differentiated regulatory framework for venture capital funds, strengthening policy-based financial support and accelerating the development of venture investment to expand patient capital. The Guiding Opinions on Effectively Promoting the "Five Major Areas" in Finance (《關於做好金融“五篇大文章”的指導意見》), issued by the General Office of the State Council, specified the development of equity investment, venture capital and angel investment to further expand patient capital. In 2025, the number and amount of new offering funds in the equity investment in the PRC were 5,039 and RMB1.65 trillion, respectively, representing a year-on-year increase of 26.6% and 14.1% (Source: Zero2IPO Research).
During the Reporting Period, GF Xinde focused on such industries as artificial intelligence, robot, biomedicine, intelligent manufacturing, new energy and corporate services. As of the end of December 2025, the paid-in funds under management by GF Xinde amounted to over RMB19 billion. In the overseas market, GF Investments (Hong Kong) managed four equity investment fund products through its subsidiaries, and has completed investment mainly in fields of high-end manufacturing, TMT, big consumption and biomedical. Several investment projects have exited by way of mergers and acquisitions or been listed on the stock exchanges in Hong Kong, the United States and other regions.
III. ANALYSIS ON FINANCIAL STATEMENTS
1. Analysis on Consolidated Statement of Profit or Loss
(1) Revenue composition
Unit: RMB' 000
| Item | 2025 | 2024 | Amount increased/decreased | Percentage increased/decreased |
|---|---|---|---|---|
| Commission and fee income | 19,247,140 | 15,002,481 | 4,244,659 | 28.29% |
| Interest income | 12,256,421 | 12,574,359 | -317,938 | -2.53% |
| Net investment gains | 12,783,536 | 7,784,062 | 4,999,474 | 64.23% |
| Other income and gains or losses | 225,583 | 1,208,308 | -982,725 | -81.33% |
| Total revenue and other income | 44,512,680 | 36,569,210 | 7,943,470 | 21.72% |
In 2025, total revenue and other income of the Group was RMB44,513 million, representing an increase of 21.72% as compared with RMB36,569 million for last year.
MANAGEMENT DISCUSSION AND ANALYSIS
Commission and fee income
| Unit: RMB' 000 | ||||
|---|---|---|---|---|
| Item | 2025 | 2024 | Amount increased/ decreased | Percentage increased/ decreased |
| Securities brokerage business commission and fee income | 9,134,232 | 6,260,425 | 2,873,807 | 45.90% |
| Asset management and fund management fee income | 7,703,385 | 6,885,232 | 818,153 | 11.88% |
| Underwriting and sponsorship fee income | 801,664 | 705,462 | 96,202 | 13.64% |
| Futures brokerage business commission and fee income | 800,766 | 645,875 | 154,891 | 23.98% |
| Consultancy and financial advisory fee income | 281,083 | 186,508 | 94,575 | 50.71% |
| Others | 526,010 | 318,979 | 207,031 | 64.90% |
| Total commission and fee income | 19,247,140 | 15,002,481 | 4,244,659 | 28.29% |
The change in total revenue and other income was reflected in the commission and fee income of RMB19,247 million in 2025, which has increased by RMB4,245 million or 28.29% as compared with last year, mainly due to an increase of RMB2,874 million in securities brokerage business commission and fee income and an increase of RMB818 million in asset management and fund management fee income as compared with last year.
MANAGEMENT DISCUSSION AND ANALYSIS
Interest income
| Unit: RMB' 000 | ||||
|---|---|---|---|---|
| Item | 2025 | 2024 | Amount increased/decreased | Percentage increased/decreased |
| Margin financing and securities lending | 5,778,616 | 5,050,124 | 728,492 | 14.43% |
| Deposits with exchanges and financial institutions | 3,487,684 | 3,725,081 | -237,397 | -6.37% |
| Debt instruments at fair value through other comprehensive income | 2,233,965 | 2,981,917 | -747,952 | -25.08% |
| Financial assets held under resale agreements | 729,968 | 783,219 | -53,251 | -6.80% |
| Debt instruments at amortized cost | 1,861 | 7,238 | -5,377 | -74.29% |
| Others | 24,327 | 26,780 | -2,453 | -9.16% |
| Total interest income | 12,256,421 | 12,574,359 | -317,938 | -2.53% |
The change in total revenue and other income was reflected in the interest income of RMB12,256 million in 2025, which has decreased by RMB318 million or 2.53% as compared with last year, mainly attributable to a decrease in the interest income from debt instruments at fair value through other comprehensive income of RMB748 million and a decrease in the interest income from deposits with exchanges and financial institutions of RMB237 million, partially offset by a year-on-year increase in the interest income from margin financing and securities lending of RMB728 million.
MANAGEMENT DISCUSSION AND ANALYSIS
Net Investment Gains
| Item | 2025 | 2024 (restated) | Amount increased/decreased | Percentage increased/decreased |
|---|---|---|---|---|
| Net realized gains from disposal of financial instruments at fair value through other comprehensive income | 327,003 | 851,985 | -524,982 | -61.62% |
| Net realized gains from disposal of financial instruments at fair value through profit or loss | 13,596,290 | 1,649,108 | 11,947,182 | 724.46% |
| Dividend income and interest income from financial instruments at fair value through profit or loss | 4,808,440 | 4,803,317 | 5,123 | 0.11% |
| Dividend income from financial instruments at fair value through other comprehensive income | 1,714,817 | 1,302,544 | 412,273 | 31.65% |
| Net realized losses from derivatives | -13,466,415 | -827,262 | -12,639,153 | — |
| Unrealized fair value changes of financial instruments at fair value through profit or loss | 5,791,458 | 22,700 | 5,768,758 | 25,413.03% |
| Others | 11,943 | -18,330 | 30,273 | — |
| Total net investment gains | 12,783,536 | 7,784,062 | 4,999,474 | 64.23% |
Unit: RMB' 000
The change in total revenue and other income was reflected in the net investment gains in 2025 of RMB12,784 million, representing an increase of RMB4,999 million or 64.23% as compared with last year, mainly attributable to the increase in net investment gains of financial instruments at fair value through profit or loss, partially offset by net losses from investments on derivatives.
The change in total revenue and other income was reflected in the other income and gains or losses in 2025 of RMB226 million, representing a decrease of RMB983 million or 81.33% as compared with last year, mainly due to the decrease in third-party profit or loss in consolidated structured entities and the reversal of provisions for last year.
MANAGEMENT DISCUSSION AND ANALYSIS
(2) Expenses composition
Unit: RMB* 000
| Item | 2025 | 2024 (restated) | Amount increased/decreased | Percentage increased/decreased |
|---|---|---|---|---|
| Depreciation and amortization | 1,091,897 | 1,022,205 | 69,692 | 6.82% |
| Staff costs | 10,552,471 | 9,579,778 | 972,693 | 10.15% |
| Commission and fee expenses | 377,689 | 292,029 | 85,660 | 29.33% |
| Interest expenses | 10,031,852 | 10,225,907 | -194,055 | -1.90% |
| Other operating expenses | 5,978,483 | 4,447,579 | 1,530,904 | 34.42% |
| Credit impairment reverses | -106,771 | -64,681 | -42,090 | — |
| Other assets impairment losses | 4,390 | 21 | 4,369 | 20,804.76% |
| Total expenses | 27,930,011 | 25,502,838 | 2,427,173 | 9.52% |
In 2025, total expenses of the Group were RMB27,930 million, representing an increase of 9.52% as compared with RMB25,503 million in last year. The change in total expenses was mainly reflected in (1) the year-on-year increase in staff costs of RMB973 million, primarily attributable to the increase in the provision on salaries, bonuses and allowances; (2) the year-on-year increase in other operating expenses of RMB1,531 million, primarily attributable to the increase in accrual provisions as well as advertisement and business development expenses.
In 2025, the Group realized net profit attributable to owners of the Company of RMB13,702 million, representing a year-on-year increase of 42.18%; basic earnings per share were RMB1.68, representing a year-on-year increase of 46.09%; return on weighted average net assets was 10.16%, representing a year-on-year increase of 2.72 percentage points.
MANAGEMENT DISCUSSION AND ANALYSIS
2. Analysis on Consolidated Statement of Financial Position
Unit: RMB' 000
| December 31, 2025 | Composition | December 31, 2024 | Composition | Amount increased/ decreased | Percentage increased/ decreased | |
|---|---|---|---|---|---|---|
| Non-current assets | 60,143,370 | 6.17% | 50,096,104 | 6.60% | 10,047,266 | 20.06% |
| Of which: Equity instruments at fair value through other comprehensive income | 30,509,881 | 3.13% | 22,317,775 | 2.94% | 8,192,106 | 36.71% |
| Financial assets at fair value through profit or loss | 9,479,237 | 0.97% | 8,844,547 | 1.17% | 634,690 | 7.18% |
| Investments in associates | 9,145,554 | 0.94% | 8,912,004 | 1.17% | 233,550 | 2.62% |
| Property and equipment | 3,136,556 | 0.32% | 3,271,412 | 0.43% | -134,856 | -4.12% |
| Investments in joint ventures | 2,841,929 | 0.29% | 2,097,754 | 0.28% | 744,175 | 35.47% |
| Deferred tax assets | 2,370,739 | 0.24% | 1,855,661 | 0.24% | 515,078 | 27.76% |
| Right-of-use assets | 1,855,802 | 0.19% | 1,999,128 | 0.26% | -143,326 | -7.17% |
| Current assets | 915,340,884 | 93.83% | 708,649,005 | 93.40% | 206,691,879 | 29.17% |
| Of which: Financial assets at fair value through profit or loss | 352,918,194 | 36.18% | 233,976,850 | 30.84% | 118,941,344 | 50.83% |
| Bank balances | 195,735,135 | 20.07% | 169,395,629 | 22.33% | 26,339,506 | 15.55% |
| Advances to customers | 144,023,511 | 14.76% | 108,919,686 | 14.36% | 35,103,825 | 32.23% |
| Debt instruments at fair value through other comprehensive income | 90,423,733 | 9.27% | 104,334,355 | 13.75% | -13,910,622 | -13.33% |
| Clearing settlement funds | 49,870,282 | 5.11% | 35,188,242 | 4.64% | 14,682,040 | 41.72% |
| Deposits with exchanges and non-bank financial institutions | 33,580,694 | 3.44% | 22,681,989 | 2.99% | 10,898,705 | 48.05% |
| Financial assets held under resale agreements | 27,414,103 | 2.81% | 20,565,244 | 2.71% | 6,848,859 | 33.30% |
| Total assets | 975,484,254 | 100.00% | 758,745,109 | 100.00% | 216,739,145 | 28.57% |
MANAGEMENT DISCUSSION AND ANALYSIS
| December 31, 2025 | Composition | December 31, 2024 | Composition | Amount increased/ decreased | Percentage increased/ decreased | |
|---|---|---|---|---|---|---|
| Current liabilities | 715,184,932 | 87.97% | 527,275,824 | 87.06% | 187,909,108 | 35.64% |
| Of which: Accounts payable to brokerage clients | 227,638,762 | 28.00% | 175,339,655 | 28.95% | 52,299,107 | 29.83% |
| Financial assets sold under repurchase agreements | 193,579,002 | 23.81% | 171,313,952 | 28.29% | 22,265,050 | 13.00% |
| Short-term financing payables | 81,724,950 | 10.05% | 71,983,519 | 11.89% | 9,741,431 | 13.53% |
| Other accounts payable, other payables and accruals | 53,806,853 | 6.62% | 36,675,423 | 6.06% | 17,131,430 | 46.71% |
| Bonds payable | 49,662,868 | 6.11% | 32,688,789 | 5.40% | 16,974,079 | 51.93% |
| Financial liabilities at fair value through profit or loss | 49,074,303 | 6.04% | 7,661,116 | 1.26% | 41,413,187 | 540.56% |
| Due to banks and other financial institutions | 23,383,413 | 2.88% | 14,605,858 | 2.41% | 8,777,555 | 60.10% |
| Net current assets | 200,155,952 | 181,373,181 | 18,782,771 | 10.36% | ||
| Non-current liabilities | 97,841,470 | 12.03% | 78,383,903 | 12.94% | 19,457,567 | 24.82% |
| Of which: Bonds payable | 88,848,472 | 10.93% | 70,602,188 | 11.66% | 18,246,284 | 25.84% |
| Total liabilities | 813,026,402 | 100.00% | 605,659,727 | 100.00% | 207,366,675 | 34.24% |
| Total equity | 162,457,852 | 153,085,382 | 9,372,470 | 6.12% |
As of December 31, 2025, total assets of the Group were RMB975,484 million, representing an increase of RMB216,739 million or $28.57%$ as compared with that at the end of last year; total liabilities were RMB813,026 million, representing an increase of RMB207,367 million or $34.24%$ as compared with that at the end of last year. Non-current assets were RMB60,143 million, representing an increase of $20.06%$ as compared with that at the end of last year; current assets were RMB915,341 million, representing an increase of $29.17%$ as compared with that at the end of last year; current liabilities were RMB715,185 million, representing an increase of $35.64%$ as compared with that at the end of last year; and non-current liabilities were RMB97,841 million, representing an increase of $24.82%$ as compared with that at the end of last year.
MANAGEMENT DISCUSSION AND ANALYSIS
Among the Group’s assets, each of financial assets at fair value through profit or loss, bank balances, advances to customers and debt instruments at fair value through other comprehensive income had a relatively high proportion, accounting for 37.15%, 20.07%, 14.76% and 9.27% of total assets of the Group, respectively, and collectively accounting for 81.25% of total assets of the Group. Financial assets at fair value through profit or loss increased by RMB119,576 million or 49.24% as compared with that at the end of last year, primarily attributable to the increase in the scale of investments such as debt securities; bank balances increased by RMB26,340 million or 15.55% as compared with that at the end of last year, primarily attributable to the increase in customer bank balances; advances to customers increased by RMB35,084 million or 32.20% as compared with that at the end of last year, primarily attributable to the increase in the scale of margin financing business; and debt instruments at fair value through other comprehensive income decreased by RMB13,911 million or 13.33% as compared with that at the end of last year, primarily attributable to the decrease in the scale of debt securities.
Among the Group’s liabilities, each of accounts payable to brokerage clients, financial assets sold under repurchase agreements, bonds payable and short-term financing payables had a relatively high proportion, accounting for 28.00%, 23.81%, 17.04% and 10.05% of total liabilities of the Group, respectively, and collectively accounting for 78.90% of total liabilities of the Group. Accounts payable to brokerage clients increased by RMB52,299 million or 29.83% as compared with that at the end of last year, primarily attributable to the increase in customer deposits; financial assets sold under repurchase agreements increased by RMB22,265 million or 13.00% as compared with that at the end of last year, primarily attributable to the increase in scale of pledged sale and repurchase agreements; bonds payable increased by RMB35,220 million or 34.10% as compared with that at the end of last year, primarily attributable to the increase in scale of corporate bonds and structured notes; and short-term financing payables increased by RMB9,741 million or 13.53% as compared with that at the end of last year, primarily attributable to the increase in scale of structured notes.
As of December 31, 2025, the Group’s equity attributable to owners of the Company was RMB156,111 million, representing an increase of RMB8,510 million or 5.77% as compared with that as of the end of last year. Excluding the effect of accounts payable to brokerage clients, the Group’s gearing ratio was 78.28%, representing an increase of 4.52 percentage points as compared with 73.76% as of the end of last year, while the Group’s assets and liabilities structure remained relatively stable.
MANAGEMENT DISCUSSION AND ANALYSIS
Borrowings and debt financing
As at the end of the Reporting Period, the Company’s own debts included borrowings, short-term financing payables, amounts due to banks and other financial institutions, financial assets sold under repurchase agreements and bonds payable, totalling RMB448,155 million, of which, debts with financing term less than one year (inclusive) were RMB309,644 million and debts with financing term more than one year were RMB138,511 million, representing 69.09% and 30.91% of the aforesaid total debts, respectively.
Save as disclosed in this report, as of December 31, 2025, the Group did not have any outstanding mortgages, pledges, debentures, loan capital, bank overdrafts, borrowings or other similar debts or liabilities under acceptances or letter of credits, any guarantees or other material contingent liabilities.
3. Analysis on the Consolidated Statement of Cash Flow
As of December 31, 2025, cash and cash equivalents of the Group amounted to RMB27,429 million, representing a decrease of 14.92% as compared with RMB32,238 million as at the end of last year. Of which, net cash used in operating activities in 2025 was RMB55,582 million, as compared with the net cash used in operating activities of RMB30,467 million in the last year, and the change was mainly due to the increase in the net cash outflow from financial assets at fair value through profit or loss; net cash from investing activities in 2025 was RMB9,348 million, as compared with the net cash from investing activities of RMB25,179 million in the last year, and the change was mainly due to the decrease in the net cash inflow from purchase of or proceeds from disposal of financial instruments at fair value through other comprehensive income; and net cash from financing activities in 2025 was RMB41,553 million, as compared with the net cash from financing activities of RMB15,717 million in the last year, and the change was mainly due to the increase in the net cash inflow from bonds and structured notes.
4. Explanation of Changes in the Consolidation Scope of Financial Statements
(1) Subsidiaries excluded from the scope of consolidation during the current year
Nil.
(2) Consolidated structured entities
Please refer to the Note “71.3 Consolidated structured entities” of the Notes to the Consolidated Financial Statements.
5. Change in Principal Accounting Policies and Accounting Estimates
The changes in the Company’s principal accounting policies during the Reporting Period are set forth in details in the Note “2.3 Changes in accounting policies and disclosures” of the Notes to the Consolidated Financial Statements; there were no changes in accounting estimates or significant accounting errors requiring rectification occurred in the Company.
6. Restricted Asset Rights as of the End of the Reporting Period
Restricted asset rights as of the end of the Reporting Period are set forth in details in the Note “43. Restricted Asset Rights” of the Notes to the Consolidated Financial Statements.
MANAGEMENT DISCUSSION AND ANALYSIS
IV. ANALYSIS ON FINANCING CHANNELS AND SHORT-TERM AND LONG-TERM LIABILITY STRUCTURES
(1) Financing channels
Financing instruments of the Group include debt financing instruments and equity financing instruments. The types of financing available include: interbank lending, bond repurchase, repurchase of bills, margin refinancing, income certificates, bonds issued on the interbank and exchange markets, bonds and notes issued overseas, new issuance and rights issue, etc. The Group carried out short-term and long-term financing through designated trading venues based on its own needs in accordance with relevant policies, regulations and market conditions.
In 2025, the Group raised funds by means of various financing instruments, including but not limited to interbank lending, bond repurchase, repurchase of bills, margin refinancing, income certificates, and the Group issued 16 short-term corporate bonds (including 1 additional issuance of short-term corporate bonds), 12 corporate bonds (including 1 additional issuance of corporate bonds), 8 subordinated bonds (including 2 additional issuances of subordinated bonds), 1 offshore USD bond and 1 offshore RMB bond.
(2) Liability structure
At the end of the Reporting Period, the ratio of net assets to liabilities of the Company was 27.93% and the ratio of net capital to liabilities of the Company was 20.00%.
The Company had no outstanding debts that were due, with good operating conditions, strong profitability, abundant cash flow and relatively low financial risks. For details of liability structure, please refer to "III. Analysis on Financial Statements — 2. Analysis on Consolidated Statement of Financial Position — Borrowings and debt financing" in this section.
(3) Liquidity management measures and policies
The Company has been paying attention to liquidity safety and managing funds based on the principles of liquidity, safety, and benefits. The Company realizes reasonable matching between the source of funds and the structure and term of the application of funds through forward-looking and flexible financing arrangement. The Company defines the size limit and risk limit for each of the business lines and carries out dynamic monitoring on the net capital and risk control indicators to ensure that all indicators including liquidity risk regulation indicator continue to meet the regulatory requirements. The Company performs well in all business lines with good assets quality, which fundamentally guarantees the liquidity of assets. The Company has also established a liquidity reserve with sufficient high-liquidity assets to meet the Company's emergency demand for liquidity.
MANAGEMENT DISCUSSION AND ANALYSIS
(4) Analysis on financing capacity
As an A+H dual-listed securities company, the Company has smooth equity financing and debt financing channels within the PRC and abroad and is able to raise money from domestic and global markets. The Company operates its business healthily and has good creditworthiness. As of the end of 2025, the Company has been awarded a long-term issuer rating of BBB with a “Stable” outlook by the international credit rating agency S&P Global Ratings; it has been awarded a long-term issuer rating of BBB with a “Stable” outlook by Fitch Ratings; and it has been awarded a long-term issuer rating of Baa2 with a “Stable” outlook by Moody’s Ratings.
In recent years, the Company has constantly increased the number of financing channels and counterparties with sufficient liquidity resources available to use. The Company maintains good cooperative relationship with multiple financial institutions, having a large credit scale with the financing counterparties.
(5) Contingencies and their influence
As at the end of the Reporting Period, the Company provided guarantee for overseas loans of its indirectly wholly-owned subsidiary, GF Financial Markets (UK), and for the issuance of overseas bonds of its offshore indirectly wholly-owned subsidiaries. For details, please refer to “XIII. Major Contracts and Their Performance — 2. Material Guarantees” of Section 7 in this report. Save as disclosed in this report, the Company has no contingencies such as the provision of assets guarantee, mortgage, pledge to any related party or third party, nor any financial commitments.
V. ANALYSIS ON INVESTMENT CONDITIONS
1. General
| Investment in the Reporting Period (RMB) | Investment in the same period of last year (RMB) | Change |
|---|---|---|
| 2,009,308,900.00 | 2,559,220,000.00 | -21.49% |
Note: The investment amount in the Reporting Period represents the new investment of the Company in its subsidiary, namely GFHK.
2. Material equity investments made during the Reporting Period
N/A
3. Material ongoing non-equity investments during the Reporting Period
N/A
MANAGEMENT DISCUSSION AND ANALYSIS
4. Financial asset investment
(1) Security investment
Unit: RMB' 0,000
| Securities type | Securities code | Securities short name | Investment cost | Accounting measurement mode | Book value at the beginning of the period | Profit and loss from the fair value change of the period | Accumulative fair value change accounted into equity | Purchase amount of the period | Sales amount of the period | Profit and loss in the Reporting Period | Book value at the end of the period | Accounting subject | Fund source |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Bond | 250022.BB | 25 Interest-bearing Treasury Bond 22 | 626,815.71 | Measured at fair value | - | -354.46 | 5.62 | 765,327.42 | 139,529.49 | 109.66 | 625,918.21 | Held for trading/ other debt investments | Self-owned |
| Bond | 2500001.BB | 25 Special Treasury Bond for Capital Contribution 01 | 593,190.21 | Same as above | - | -473.58 | - | 933,616.45 | 337,919.45 | 2,962.49 | 598,659.49 | Held for trading | Self-owned |
| Public fund | 003281.OF | Guangla HhospThao B | 596,766.00 | Same as above | 376,873.29 | - | - | 988,209.71 | 773,650.89 | 7,360.49 | 596,792.60 | Held for trading | Self-owned |
| Bond | 250028.BB | 25 Interest-bearing Treasury Bond 28 | 685,640.31 | Same as above | 235,530.16 | -350.62 | 1,642.71 | 678,938.29 | 232,024.01 | 9,043.76 | 487,275.73 | Held for trading/ other debt investments | Self-owned |
| Bond | 250025.BB | 25 Interest-bearing Treasury Bond 25 | 441,588.49 | Same as above | - | -569.51 | 29.83 | 482,272.04 | 41,166.93 | 1,258.75 | 442,393.69 | Held for trading/ other debt investments | Self-owned |
| Bond | 250003.BB | 25 Interest-bearing Treasury Bond 03 | 392,261.45 | Same as above | - | -70.85 | -114.43 | 2,294,233.02 | 1,897,534.70 | 826.86 | 397,410.73 | Other debt investments | Self-owned |
81 SECTION 5 MANAGEMENT DISCUSSION AND ANALYSIS
Annual Report 2025
82 SECTION 5 MANAGEMENT DISCUSSION AND ANALYSIS
Annual Report 2025
SISATNY DY NOISSOSIO INNEOWAN
MANAGEMENT DISCUSSION AND ANALYSIS
| Securities type | Securities code | Securities short name | Investment cost | Accounting measurement mode | Book value at the beginning of the period | Profit and loss from the fair value change of the period | Accumulative fair value change accounted into equity | Purchase amount of the period | Sales amount of the period | Profit and loss in the Reporting Period | Book value at the end of the period | Accounting subject | Fund source |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Bond | 220021 BB | 22 Interest-bearing Treasury Bond 21 | 355,313.58 | Same as above | 86,025.12 | -626.10 | 516.34 | 281,671.39 | 10,774.26 | 1,489.10 | 357,949.69 | Held for trading/ other debt investments | Self-owned |
| Public fund | 270014 OF | GF Money Market Fund B | 357,736.03 | Same as above | 303,551.94 | - | - | 1,051,536.73 | 1,002,699.63 | 5,366.99 | 357,756.03 | Held for trading | Self-owned |
| Public fund | 002183 OF | GF Tiantianhong B | 308,881.62 | Same as above | 8,105.23 | - | - | 558,300.81 | 257,996.67 | 472.25 | 308,881.62 | Held for trading | Self-owned |
| Bond | 019771 SH | 25 Treasury Bond 06 | 291,645.73 | Same as above | - | - | 354.44 | 817,466.23 | 523,223.41 | 1,104.43 | 295,701.69 | Other debt investments | Self-owned |
| Other securities investment held at the end of the period | 37,201,732.18 | - | 34,716,575.16 | 536,622.86 | 279,929.69 | N/A | N/A | 1,425,778.99 | 37,575,379.18 | - | - | ||
| Total | 41,649,612.11 | - | 35,726,660.90 | 534,177.74 | 282,364.20 | N/A | N/A | 1,455,773.77 | 42,044,118.70 | - | - |
Note 1: This table is sorted by the ratio of the book value at the end of the period to the total securities investment of the Group at the end of the period and only contains the top ten securities held by the Group at the end of the period. Other securities investments refer to investments in other securities other than the top ten securities. Any single securities investment at the end of the period was less than 5% of the Group's total assets as of December 31, 2025. Note 2: Profit or loss during the Reporting Period included interest income, investment income and profit or loss from changes in fair value obtained by the Group from holding such securities during the Reporting Period.
(2) Derivative investment conditions
N/A
VI. SALE OF MAJOR ASSETS AND EQUITY
1. Sale of major assets
No major assets were sold by the Company during the Reporting Period.
2. Sale of major equity
N/A
VII. ANALYSIS ON PRINCIPAL SUBSIDIARIES AND PARTICIPATING STOCK COMPANIES
| Company name | Company type | Main business | Registered capital | Total assets (RMB) | Net assets (RMB) | Net profit (RMB) |
|---|---|---|---|---|---|---|
| GF Futures | Subsidiary | Commodity futures brokerage, financial futures brokerage, futures investment consultancy, asset management and fund sale. | RMB2,050,000,000 | 73,274,090,211.16 | 4,878,667,615.84 | 445,300,403.19 |
| GF Xinde | Subsidiary | Equity investment; providing financial advisory services on equity investment to clients and other businesses approved by the CSRC. | RMB2,800,000,000 | 4,939,807,651.87 | 4,543,488,314.57 | 170,168,033.88 |
| GFHK | Subsidiary | Investment holding, undertaking investment banking, sale and transactions, asset management, equity investment and other businesses permitted under regulatory rules through professional subsidiaries. | HKD10,337,000,000 | 106,843,990,553.00 | 10,764,582,040.40 | 1,132,070,530.91 |
| GF Qianhe | Subsidiary | Project investment; investment management. | RMB7,103,500,000 | 11,143,995,223.95 | 10,639,105,747.00 | 647,946,834.51 |
| GF Asset Management | Subsidiary | Securities asset management business (including overseas securities investment management business of QDB). | RMB1,000,000,000 | 5,480,110,114.37 | 4,980,551,975.51 | -669,807,168.11 |
| GFFL | Subsidiary | Financial leasing business; storage equipment leasing service; agricultural machinery leasing; machinery equipment leasing; automobile leasing; construction machinery and equipment leasing; computer and communication equipment leasing; medical equipment leasing; transportation equipment leasing service; container leasing service; office equipment leasing service; storage batteries leasing; photovoltaic power generation equipment leasing. | RMB800,000,000 | 666,011,474.99 | 661,958,097.40 | -9,030,950.23 |
| GF Fund | Subsidiary | Fund raising, fund sale, asset management, other businesses approved by the CSRC. | RMB140,978,000 | 21,753,907,044.66 | 13,923,828,646.68 | 2,753,454,005.86 |
| E Fund | Participating stock company | Publicly offered securities investment fund management, fund sale, asset management for specific customers. | RMB132,442,000 | 32,121,213,430.97 | 21,161,951,039.02 | 3,806,211,110.96 |
Conditions of the subsidiaries acquired or disposed of during the Reporting Period
For details, please refer to "71.4 Newly established subsidiaries" of the Notes to the Consolidated Financial Statements.
Explanation on the status of principal subsidiaries and participating stock companies
The net profit for the year of GF Qianhe increased significantly as compared to last year, which was mainly affected by the changes in investment income.
83 SECTION 5 MANUEEMENT DISCUSSION AND ANALYSIS Annual Report 2025
MANAGEMENT DISCUSSION AND ANALYSIS
VIII. STRUCTURED ENTITIES CONTROLLED BY THE COMPANY
Please refer to the Note “71.3 Consolidated structured entities” of the Notes to the Consolidated Financial Statements for details.
IX. OUTLOOK OF THE COMPANY
(I) Industry landscape and trend
1. Accelerating the construction of a financial powerhouse, and the securities industry shoulders an important mission
Currently, the international landscape is undergoing profound adjustments, and competition in the global financial sector is intensifying. Finance has become a vital component of a nation’s core competitiveness. The Central Financial Work Conference clearly stated that we must follow a path of financial development with Chinese characteristics and accelerate the building of a financial powerhouse, which provides important guidance for the high-quality development of the securities industry.
As a key participant in the capital market, the securities industry bears a significant mission. It should concentrate on its primary responsibilities and principal businesses, effectively fulfilling its roles as the “gatekeeper” of the capital market and the “service provider” for direct financing, thereby serving the real economy and the development of new quality productive forces. It must also fulfill its function as a “manager” of social wealth, serving the preservation and appreciation of residents’ wealth, and contribute to the building of a financial powerhouse through the high-quality development of the industry.
2. Comprehensive deepening of high-quality development in the capital market and profound reshaping of the securities industry landscape
The 15th Five-Year Plan outlines a series of major strategic deployments for capital market reform, charting a clear path for the comprehensive deepening of high-quality development in the capital markets.
MANAGEMENT DISCUSSION AND ANALYSIS
The securities industry actively integrates itself into the broader context of economic and social development, proactively serves major national strategies, thoroughly implements a customer-centric development philosophy and advances towards the goal of cultivating world-class investment banks and investment institutions. With the M&A market becoming increasingly active, resources are accelerating their concentration towards leading institutions characterized by strong capital strength, excellent risk control capabilities, and outstanding performance in serving entities. The securities industry is accelerating its transition from homogeneous operations to differentiated development, with its landscape continuously optimizing and reshaping, presenting a positive development trend.
- High-level, institutional-based, two-way opening-up is steadily expanding, and the internationalization of the securities industry has entered a new phase
Currently, the value of Chinese assets is becoming increasingly evident, and international investors' allocation needs are significant. Reforms to facilitate cross-border investment and financing are accelerating the inflow of foreign capital into the market. Domestic enterprises are accelerating their global expansion, and investors' demand for global asset allocation is growing. With the steady expansion of high-level, institutional-based, two-way opening-up, the global influence and appeal of China's capital markets are rapidly increasing.
Internationalization capabilities have become one of the core benchmarks for measuring the comprehensive competitiveness of securities firms. Industry institutions are accelerating their overseas business expansion, effectively telling the story of China's capital markets and playing a pivotal role as a bridge in areas such as assisting enterprises with overseas financing, cross-border wealth management, and global capital allocation. The internationalization of the securities industry is entering a new phase.
MANAGEMENT DISCUSSION AND ANALYSIS
4. The accelerating evolution of a new round of technological revolution and industrial transformation is reshaping new drivers of growth in the securities industry
The Central Committee of the Party attaches great importance to AI development, driving a comprehensive and systematic leap in China’s overall AI capabilities. As a strategic technology leading the new round of technological revolution and industrial transformation, AI is deeply integrating with various business operations and profoundly reshaping the securities industry ecosystem.
Meanwhile, the Government Work Report proposes strengthening financial services across the entire chain and lifecycle of scientific and technological innovation, and implementing “green channel” mechanisms for IPO financing and M&A restructuring on a regular basis, using fintech to support innovation and creation. The securities industry has to seize the historic opportunities presented by the new round of technological revolution and industrial transformation, deeply integrate scientific and technological innovation with industrial innovation, channeling element resources into the realm of new quality productive forces, and enable the capital market to serve industrial transformation and high-quality development with renewed “acceleration”.
(II) The Company’s development strategy
With its core values of “inquisitiveness and integrity”, the Company will strive to “become a modern investment bank with international competitiveness, brand influence and system importance”. The Company will adhere to the strategic plan of “customer-centric” throughout, and insight into customer needs based on the collaborative principles and innovative spirit; the Company will focus on the main responsibility and main business, optimize the business structure, strengthen self-innovation, and promote the transformation of development model to high quality development based on the new stage of development; the Company will comprehensively promote the strategic transformation and upgrading of its four major businesses, including investment banking business, wealth management business, trading and institution business and investment management business.
MANAGEMENT DISCUSSION AND ANALYSIS
(III) Annual business plan for 2026
2026 is the first year of the “15th Five-Year Plan” when the global landscape is undergoing profound changes, the replacement of domestic drivers is accelerated, and the comprehensive investment and financing reform in the capital market is deepening. In 2026, the Company will unswervingly implement the overall policy of high-quality development, closely adhere to the new requirements put forward at the beginning of the “15th Five-Year Plan”, anchor the direction of building a first-class investment bank, maintain its strategic focus, improve the level of whole chain and whole cycle comprehensive customer services, enhance the product development capability, deepen the international layout, improve the effectiveness of refined management, and systematically promote the iterative upgrade of the business model towards a higher quality, higher efficiency and more sustainable direction, laying a solid foundation for the Company’s long-term development.
The business plan does not constitute a performance commitment of the Company to investors. Investors are requested to maintain sufficient risk awareness and understand the difference between the business plan and performance commitment.
(IV) Fund requirement for the development of the Company
In 2025, various services of the Company were carried out in an orderly manner and required adequate financial support, and our fund requirement changed with market fluctuations. The Company will continue to enhance capital management and improve efficiency of its asset allocation. Meanwhile, the Company will timely seize the market opportunities to raise funds in various ways based on business development needs so as to optimize its capital structure and meet fund requirement for development by constantly exploring new financing products and methods.
(V) Risk factors and counter-measures of the Company
- During the Reporting Period, the major risks affecting the Company’s business operations included: liquidity risk, market risk, credit risk, compliance risk, operational risk, information technology risk, reputation risk etc. and were mainly reflected in the following aspects:
(1) Liquidity risk
Liquidity risk refers to the risk of our failure to obtain sufficient funds at a reasonable cost and in a timely manner to pay our debts as they fall due, perform other payment obligations and satisfy the capital requirements in the ordinary course of our businesses. Liquidity risks of the Group mainly arise from mismatch of asset and liability structures, insufficient ability in asset realization, operating loss, deferred payment or breach of contract by counterparties, as well as liquidity risks transmitted from credit risk, market risk, reputation risk and other risks. As the Company’s capital strength increases and the product portfolio is increasingly enriched, the products represent a diversified, complicated and international developing tendency and the risk type and the maturity structure faced by the asset end becomes increasingly complicated, the Company needs to rationalize the maturity structure of its assets and liabilities and take various measures to ensure the safety of liquidity, such as effective management of liquidity reserve, continuous risk control and emergency plan.
MANAGEMENT DISCUSSION AND ANALYSIS
(2) Market risk
Market risk refers to the risk of loss in the Company’s financial assets resulting from adverse changes in the market price (price of equity securities, interest rates, exchange rates or commodity price, etc.). Such risks can be classified into equity price risk, interest rate risk, exchange rate risk and commodity price risk and other risks based on different types of subject assets. The market risks faced by the Group mainly concentrate on equity price risk and interest rate risk, which are mainly reflected in the Company and subsidiaries’ proprietary investment in equity securities, proprietary investment in fixed-income securities, transactions of derivatives in exchange-traded and OTC markets, and other domestic and overseas businesses with their own fund. With further opening up of the capital market of China and the progressive implementation of the Company’s strategy of internalization, various market risks to be borne by the Company are increasing due to the rapid expansion of its business scope and the cross-border flow of capital. Meanwhile, affected by factors such as continued geographical conflicts and expected changes in overseas monetary policy adjustments, the financial market has increased volatility, and the Company has become more difficult to manage market risks.
(3) Credit risk
Credit risk refers to the potential losses resulting from the failure of an issuer or counterparty to perform its obligations under a contract, or arising from variations in the market value of debts due to changes in credit ratings or inability to perform contractual obligations. The credit risk faced by the Group at present mainly concentrates on transactions of bond investment, OTC transactions of derivatives, margin financing and securities lending, agreed repurchase business, repurchase business on stock pledge, financial leasing business, margin financing business, repurchase brokerage business on bond pledge as well as other businesses that the Company or its subsidiaries shall bear or have payment commitment. With the promotion of leverage and continuous development of innovative businesses by securities companies, the credit risks to be borne by the Company become more and more complicated and the credit risk exposure increases day by day. In addition, the prospect of certain industries was declining, leading to operational pressure placed on credit entities, significant fluctuations in the value of collateral and restrictions on disposal, which brought about greater challenges to the credit risk management of the Group in the future.
(4) Compliance risk
Compliance risk refers to the risk of being held legally liable, subject to regulatory actions, disciplined, or suffering financial or reputational loss because of the violation of laws, regulations and rules.
MANAGEMENT DISCUSSION AND ANALYSIS
(5) Operational risk
Operational risk is the risk of direct or indirect loss caused by imperfect or problematic internal procedures, personnel, systems and external events. Each unit and business line of securities firms (including front and the middle and back end business units) face operational risk, characterized by wide coverage and diversity, frequent occurrence but difficult to control, including both high-frequency and low-loss events and other low-frequency high-loss events. As the Group’s innovative businesses constantly increase, international businesses keep expanding and the business becomes increasingly complicated, if the Company fails to timely identify the operational risks in each of its business lines and daily operations and to take effective mitigation measures, it may materialize significant operational risks due to unreasonable process setting and ineffective design or implementation of risk control measures.
(6) Information technology risk
Information technology has significantly enhanced the Company’s operational efficiency and competitiveness. The Company’s investment management business, trading and institution business, wealth management business, investment banking business, etc. as well as the middle and back-end office management all rely on the support of its information system. Information technology plays an important role in promoting the Company’s business, while it also brings certain risk exposure. System establishment and operation will be greatly affected by the quality of electronic equipment and system software, the operation and maintenance of corporate systems, performance of application software business operation, the level of industry service providers, virus and hacker attacks, data loss and leakage, abnormal access to operating authorization, infrastructure, natural disasters, etc.
(7) Reputation risk
Reputation risk refers to the risk of the damage of its brand value or adverse effect on its normal operation and even effect on market stability and social stability caused by the negative evaluation of the securities company by investors, issuers and regulators, self-discipline organization, social public and the media due to the operation or external events of the Company, the relevant behaviors such as the violation of the provisions of integrity, professional ethics, business practices, industry rules and regulations by workers. The Company’s operation and management behaviors related to reputation risk mainly include: strategic planning or adjustment, change of equity structure, adjustment of internal organization or change of core personnel; design, provision or promotion of business investment activities and products and services; major defects in internal control design, implementation and system control or major operating loss events; judicial matters and supervision investigation and punishment; false reports by the news media or false comments on the Internet; customer complaints and improper remarks or behaviors related to the Company; improper remarks or behaviors of the staff, violation of honesty regulations, professional ethics, business norms, industry rules and regulations, etc.
MANAGEMENT DISCUSSION AND ANALYSIS
2. Counter-measures that the Company has adopted (intends to adopt) for the above risks
(1) Establish the overall risk management system of GF Securities
In recent year, based on external regulatory requirements and internal risk management requirements, the Company has established and continuously optimized overall risk management system and conducted risk management work by focusing on some key factors, such as "risk management culture, risk management governance framework, risk management mechanism and implementation and risk management infrastructure". At present, the Company's risk management has covered each type of risk, each business line, each department and each subsidiary. Relevant mechanisms and process for the identification and analysis, assessment and measurement, monitoring and reporting, response and address of risks are in effective operation.
(2) Specific management for various risks
① Liquidity risk management
The Company implements prudent liquidity risk management strategy to ensure that the Company will have adequate liquidity reserve and fundraising capability under normal situation and stress state through scientific asset-liability and fund management, multi-level liquidity reserve management, effective liquidity emergency response mechanism and continuous monitoring about liquidity risk index. Meanwhile, the Company includes the liquidity risk of the subsidiaries in the centralized management and control system of the Group to prevent liquidity risk of the Group. Specific measures for liquidity risk management include: 1) The Company formulates, implements and continues to improve its financing strategy to implement centralized management for financing and liabilities in accordance with the asset-liability structure and business development planning of the Company; 2) The Company implements daytime liquidity management to guarantee sufficient daytime liquidity cash; 3) The Company implements multi-level liquidity reserve management, clarifies investment scope of asset reserves, sets corresponding risk limit and conducts daily monitoring; 4) The Company establishes liquidity risk limit system and conducts daily calculation and supervision for the relevant, indexes based on regulatory requirements and needs of internal management; 5) The Company regularly or irregularly evaluates cash shortfall and liquidity risk index of the Company under circumstances of internal and external liquidity pressure and formulates corresponding liquidity management strategies; 6) The Company urges and guides the relevant subsidiaries to establish and strictly implement liquidity risk management mechanism including risk limit, monitoring and reporting, stress testing, emergency response, etc.; 7) The Company regularly or from time to time carries out liquidity risk drill and continuously optimizes and perfects emergency disposal processes and mechanism based on the drill condition.
MANAGEMENT DISCUSSION AND ANALYSIS
② Market risk management
The Company follows the principles of active management and quantitation orientation based on its own risk preference and market risk tolerance, as well as the actual needs of each business line, and adopts a top-down and bottom-up method to formulate and refine the market risk limit of the Group, the parent company and each business unit, to guarantee that the market risk exposure of the Company is within the risk tolerance range set through various measures such as risk identification, evaluation, measurement, monitoring, reporting and disposal. With the development of the FICC business, derivative products business and overseas business of the Company, the Company has enhanced effectiveness and efficiency of risk management through the following measures to cope with more complicated market risk: 1) The Company monitors daily possible short-term losses under normal fluctuations by setting VaR and sensitivity index limit for key investment business and complex derivatives business based on traditional risk index limit, establishes stress test index limit to monitor and evaluate possible losses under extreme conditions, and optimizes authorization hierarchy for risk limit based on business maturity so as to continue to improve the scientificity and effectiveness of the market risk limit management; 2) The Company continues to independently research and develop the integrated risk management system of the Group to achieve centralized management of full-position market risk covering various investment businesses and investment types of the Company, thus realizing systematic monitoring and early warning of risk index limit to improve monitoring efficiency; 3) The Company continues to improve the risk management framework for pricing and risk measurement model, covering rating, development, verification, examination, utilization, monitoring and review of the model, and realizes the information management of the model inventory through the model base.
MANAGEMENT DISCUSSION AND ANALYSIS
③ Credit risk management
The Company implements management of credit risk for the whole process by means of effective risk identification, cautious risk evaluation and decision-making, measuring and monitoring of dynamic risk, timely risk report and settlement to effectively prevent or avoid risk events, reduce loss of the Group due to risk event and achieve income maximization after risk adjustment within the scope that credit risk can be accepted. The Company sticks to the following basic principles for credit risk management: 1) Comprehensive coverage: identifying and managing the credit risks exposed to all products and businesses (including new products and new business); 2) Prudential assessment: strengthening due diligence and risk assessment to control risks at the front end through the development of risk policies for credit business (including customer due diligence requirements, business access requirements, etc.); 3) Limit control: continuing to optimize the internal rating and credit management system of counterparties, and establishing and improving a multi-level credit risk limit system (including limits on total business scale, limits for a single customer and its affiliated customers, concentration limits for single stock collateral and industry) to effectively control credit risk exposure and concentration risk across all dimensions; 4) Effective response: improving the development of intelligent early warning system for entity risks, optimizing stress test scenario design and models, strengthening daily risk monitoring and special risk inspections, implementing sound asset risk classification and timely adopting various risk mitigation measures and resolution tools to respond to and resolve risks, so as to reduce the net risk exposure and expected losses borne by the Group; 5) Systematic support: establishing a set of intelligent information system and analysis tools to enhance our capabilities in risk measurement and risk asset portfolio management.
MANAGEMENT DISCUSSION AND ANALYSIS
Compliance risk management
The Company strictly complies with external legal provisions and regulatory requirements to implement various aspects of compliance management work such as continuously strengthening system establishment, compliance review and consulting, compliance control and examination, staff practice, anti-money laundering management and segregation wall management. The Company has adopted the following measures to enhance the quality of compliance management: 1) Effectively implementing various relevant requirements of the Measures for the Compliance Management of Securities Companies and Securities Investment Fund Management Companies (《證券公司和證券投資基金管理公司合規管理辦法》), the Guidelines on Implementation of Compliance Management of Securities Companies (《證券公司合規管理實施指引》) and other regulations, continuing to improve the organizational structure of compliance management, continuing to optimize the compliance management system with three departments cooperating with each other to satisfy the needs for management and control of compliance risk pre-event and during the process of the event; 2) In accordance with changes in external laws and regulations and internal management requirements, initiating the streamline of “formulation, modification, repealing” of the internal rules and regulations of the Company when appropriate, and realizing comprehensive management and effective management and control of the Company’s business through management measures such as compliance review and consulting, examination and control, and assessment accountability, etc., to promote the standardized development of business; 3) Gradually improving the establishment of compliance management information system, and improving the effectiveness of compliance management through intelligent and digital means.
93 SECTION 5 MANAGEMENT DISCUSSION AND ANALYSIS
6 Annual Report 2025
MANAGEMENT DISCUSSION AND ANALYSIS
⑤ Operational risk management
The Company manages its operational risks mainly through the combination of sound authorization mechanism and segregation of duties, optimized system and process, well established IT system, strict operation discipline, strengthened control before and during the process as well as subsequent supervision and inspection etc. The Company has improved the level and effect of operational risk control mainly through the following measures: 1) Improving the institutional system for operational risk management, and strengthening the linkage and coordination between the three lines of defense in operational risk management; 2) Continuously carrying out and optimizing the three major tools, namely risk and control self-assessment, key risk indicators, and loss data collection. On the one hand, the Company has embedded them into daily business operations such as new business evaluation and information system development in a normalized manner; on the other hand, the Company has continuously focused on the control of core risks by actively promoting the development of digital risk monitoring indicators, strengthening special review and assessment of key areas, and learning from typical operational risk incidents to prevent similar problems; 3) Continuously optimizing the functions of the operational risk management system, exploring intelligent applications, and realizing the systematization, standardization and automation of operational risk management; 4) Aligning with the requirements for the development of the operational risk management system to continuously improve the evaluation and management system for new products and new businesses, optimize the procedures of assessment, acceptance and review, and continuously strengthen the follow-up monitoring and summary reporting of new businesses as well as the penetrating management of subsidiaries; 5) Continuously carrying out the promotion and training of operational risk management culture.
⑥ Information technology risk management
In 2025, leveraging on three lines of defense of “assurance of on-going business, safety assurance, quality assurance” and three bases of “data platform, hybrid cloud platform and fundamental platforms of three centers in two places”, the Company realized the close cycle before-event, event and after-event effective management of IT risks. The Company increased its IT investment, continued to regulate operation process, strengthened compliance risk control and management, which further improved the security management level for the establishment, operation and maintenance of information system and ensured the safe, reliable and stable operation of the Company’s information system, thereby effectively supporting the regulated development of the Company’s business.
MANAGEMENT DISCUSSION AND ANALYSIS
⑦ Reputation risk management
According to systems requirements such as the Guidelines for Reputation Risk Management of Securities Companies (《證券公司聲譽風險管理指引》) issued by the Securities Association of China and the Administrative Measures for the Reputational Risks of GF Securities (《廣發證券聲譽風險管理辦法》), the Company continues to establish and improve the reputation risk management system, and establish a whole-process control mechanism including identification, evaluation, control, monitoring, response and report; through effective public opinion monitoring means, reputation risk is timely identified and dynamically monitored; the Company regularly assesses its overall reputation risk, and maintains and manages media relations; coordinate all units of the Company to deal with reputation risk events in a timely manner; promote the construction of the official platform, use a variety of media forms to promote the active dissemination of positive and objective information of the Company; organize and implement reputation risk training, cultivate the awareness of reputation risk prevention of all staff, require all staff to take the initiative to maintain, consolidate and enhance the Company’s reputation, promote the steady development of all businesses and achieve long-term sustainable development of the Company through effective management of reputation risk.
MANAGEMENT DISCUSSION AND ANALYSIS
X. RECEPTION OF ACTIVITIES SUCH AS RESEARCH, COMMUNICATION AND INTERVIEW DURING THE REPORTING PERIOD
The Company highly values investor relationship management and information disclosure, pays attention to the truthfulness, accuracy, completeness and timely and fair disclosure of information, actively protects the interest of medium and small investors, carefully listens and replies to proposals and consultative opinions of medium and small investors in the ordinary course of work. The Company maintains smooth interactive communication with institutional investors and individual investors by means of telephone, mail, website of the Company or the "Easy Interaction" platform of the SZSE, regular or ad hoc referral conference or roadshow, interview and research. In 2025, in addition to the daily telephone communication with public investors, the Company's management team and investor relation team held 26 meetings in various forms with domestic and overseas institutional investors and analysts, and met about 200 institutional investors. The details are as follows:
| Reception time | Reception venue | Reception method | Type of participants | Participants | Main contents of the discussion and information provided |
|---|---|---|---|---|---|
| January 1, 2025 to December 31, 2025 | — | Telephone communication | Individuals | Public investors | Operation and development of the Company |
| January 14, 2025 | Pudong Shangri-La, Shanghai | On-site communication | Institutions | Investors invited to the UBS Greater China Seminar | Strategic and business development of the Company |
| January 16, 2025 | The Company’s Meeting Room on 51st Floor | Telephone communication | Institutions | Analysts and investors invited to Goldman Sachs (Asia) Financial Corporate Day | Strategic and business development of the Company |
| March 31, 2025 | The Company’s Meeting Room on 59th Floor | Results roadshow | Institutions | Analysts and investors invited to GF Securities’ 2024 Annual Results Briefing | Strategic and business development of the Company |
| April 2, 2025 | Online communication on network platforms | Online communication on network platforms | Institutions, Individuals | Investors participating in GF Securities’ 2024 Annual Results Presentation | Strategic and business development of the Company |
| April 10, 2025 | The Company’s Meeting Room on 51st Floor | Telephone communication | Institutions | M&G | Operation and development of the Company |
| April 15, 2025 | The Company’s Meeting Room on 39th Floor | Telephone communication | Institutions | Analysts and investors invited to Goldman Sachs China A Shares Corporate Day 2025 | Strategic and business development of the Company |
| April 16, 2025 | The Company’s Meeting Room on 51st Floor | Telephone communication | Institutions | Analysts of Shenwan Hongyuan and investors invited by Shenwan Hongyuan | Strategic and business development of the Company |
| May 13, 2025 | Futian Shangri-La, Shenzhen | On-site communication | Institutions | Analysts and investors invited to BolA Securities 2025 China Strategy Conference | Strategic and business development of the Company |
MANAGEMENT DISCUSSION AND ANALYSIS
| Reception time | Reception venue | Reception method | Type of participants | Participants | Main contents of the discussion and information provided |
|---|---|---|---|---|---|
| May 28, 2025 | Regent Shanghai Pudong | On-site communication | Institutions | Analysts and investors invited to Founder Securities 2025 Interim Strategy Meeting | Strategic and business development of the Company |
| May 29, 2025 | Pudong Shangri-La, Shanghai | On-site communication | Institutions | Analysts and investors invited to CITIC Securities 2025 Capital Market Forum | Strategic and business development of the Company |
| June 24, 2025 | The Company’s Meeting Room on 51st Floor | Telephone communication | Institutions | Analysts and investors invited to Goldman Sachs (Asia) Financial Corporate Day | Strategic and business development of the Company |
| July 15, 2025 | The Company’s Meeting Room on 52nd Floor | Telephone communication | Institutions | ICBC Credit Suisse | Operation and development of the Company |
| July 24, 2025 | The Company’s Meeting Room on 51st Floor | Telephone communication | Institutions | Harvest Fund | Operation and development of the Company |
| September 1, 2025 | The Company’s Meeting Room on 59th Floor | Results roadshow | Institutions | Analysts and investors invited to GF Securities’ 2025 Interim Results Briefing | Strategic and business development of the Company |
| September 2, 2025 | Mandarin Oriental Shenzhen | On-site communication | Institutions | Analysts and investors invited to UBS Securities China A-Shares Seminar | Strategic and business development of the Company |
| September 4, 2025 | JW Marriott Hotel Hong Kong | On-site communication | Institutions | Analysts and investors invited to Goldman Sachs (Asia) Leadership Summit | Strategic and business development of the Company |
| September 9, 2025 | Grand Hyatt Hong Kong | On-site communication | Institutions | Analysts and investors invited to the 32nd CITIC CLSA Investors’ Forum | Strategic and business development of the Company |
| September 10, 2025 | Island Shangri-La, Hong Kong | On-site communication | Institutions | Analysts and investors invited to BofA Securities Asia Pacific Conference | Strategic and business development of the Company |
| September 11, 2025 | The Company’s Meeting Room on 51st Floor | Telephone communication | Institutions | M&G | Operation and development of the Company |
| September 19, 2025 | Multifunctional Hall on 3rd Floor of Guangzhou Pearl River Hotel | On-site communication | Institutions | Analysts and investors invited to Goldman Sachs (Asia) Financial Corporate Day | Strategic and business development of the Company |
| November 6, 2025 | China World Hotel, Beijing | On-site communication | Institutions | Analysts and investors invited to Goldman Sachs (Asia) Financial Corporate Day | Strategic and business development of the Company |
MANAGEMENT DISCUSSION AND ANALYSIS
| Reception time | Reception venue | Reception method | Type of participants | Participants | Main contents of the discussion and information provided |
|---|---|---|---|---|---|
| November 12, 2025 | Grand Hyatt Shenzhen | On-site communication | Institutions | Analysts and investors invited to Goldman Sachs (Asia) Financial Corporate Day | Strategic and business development of the Company |
| November 12, 2025 | Fatian Shangri-La, Shenzhen | On-site communication | Institutions | Analysts and investors invited to Goldman Sachs (Asia) Financial Corporate Day | Strategic and business development of the Company |
| November 14, 2025 | Grand Hyatt Changsha | On-site communication | Institutions | Analysts and investors invited to Goldman Sachs (Asia) Financial Corporate Day | Strategic and business development of the Company |
| November 18, 2025 | The Company’s Meeting Room on 51st Floor | Telephone communication | Institutions | M&G | Operation and development of the Company |
| November 20, 2025 | Grand Hyatt Shanghai | On-site communication | Institutions | Analysts and investors invited to Goldman Sachs (Asia) Financial Corporate Day | Strategic and business development of the Company |
Note: The record chart of investor relations activities regarding the reception of investors by the Company is disclosed on the website of SZSE (www.szse.cn) and the website of CNINFO (www.cninfo.com.cn).
XI. FORMULATION AND IMPLEMENTATION OF MARKET VALUE MANAGEMENT SYSTEM AND VALUATION UPLIFT PLAN
(I) Whether the Company has formulated its market value management system
On 28 March 2025, the Proposal on Formulating the Market Value Management System of GF Securities was considered and approved at the seventh meeting of the eleventh session of the Board of the Company. In order to further strengthen the Company's market value management, effectively uplift the Company's investment value and enhance investor returns, in accordance with relevant laws, regulations, departmental rules, and normative documents including, among others, the Regulatory Guidelines for Listed Companies No. 10 — Market Value Management (《上市公司監管指引第10號—市值管理》), the Listing Rules of the Shenzhen Stock Exchange (《深交所上市規則》) and the Self-Regulatory Guidelines No. 1 for Companies Listed on Shenzhen Stock Exchange — Standardized Operation for Companies Listed on Main Board (《深交所上市公司自律監管指引第1號—主板上市公司規範運作》) and the Articles of Association, and in light of the actual situation of the Company, the Company has formulated the Market Value Management System of GF Securities, which took effect upon the date of consideration and approval of the Board of Directors.
(II) Whether the Company has disclosed its valuation enhancement plan
No
MANAGEMENT DISCUSSION AND ANALYSIS
XII. IMPLEMENTATION OF THE ACTION PLAN FOR ENHANCEMENT IN BOTH QUALITY AND RETURN
On February 29, 2024, the Company disclosed the “Announcement on the Action Plan for Enhancement in Both Quality and Return”, stating that it has formulated an action plan to improve both quality and return based on development strategies and operation circumstances of the Company to enhance practically its investability, strengthen investors’ confidence and promote the steady and sustainable development of the Company. For details, please refer to the relevant announcement of the Company dated February 29, 2024, which was disclosed on the website of CNINFO (www.cninfo.com.cn) and HKEXnews website of the Hong Kong Stock Exchange (www.hkexnews.hk).
During the Reporting Period, the Company proactively integrated into the overall national development and deepened its high-quality operation model. By focusing on its core responsibilities and primary businesses, the Company continuously consolidated its core competitiveness. It deepened customer-driven development and enhanced its comprehensive service capabilities. Centered on the main theme of serving the high-quality development of the real economy, the Company thoroughly implemented national strategies and regulatory requirements, and actively acted as a “service provider” of direct financing and a “gatekeeper” of the capital market. The Company embraced the technological revolution and accelerated its digital and intelligent transformation. Focusing on the “five major strategic areas” in finance, it aligned with major national policy priorities, and underwrote a total of 194 tranches of innovative bonds, including technology innovation bonds, carbon-neutral green bonds, rural revitalization bonds, low-carbon transition-linked bonds, “Belt and Road” bonds, and special financial bonds for “agriculture, rural areas and farmers”, with an underwriting scale of approximately RMB58.922 billion. The Company continued to improve its ESG governance level, and actively assumed the social responsibility of a corporate citizen. GF Charity Foundation focused on rural revitalization, education, financial empowerment and medical assistance, with accumulated public welfare expenditure exceeding RMB330 million. The Company adhered to the principle of putting investors first to enhance investors’ sense of gain. In June 2025, the Company completed the profit distribution for 2024 and distributed cash dividends of RMB3,042,338,204.40. In October 2025, the Company completed the distribution of interim profit for 2025 and distributed a total cash dividend of RMB760,584,551.10.
The Company will continue to focus on its main responsibilities and businesses, serve the real economy, regulate corporate governance, strengthen core competitiveness, and promote the high-quality development of the Company to a new level. Adhering to the investor-oriented approach, the Company will continue to improve the quality of information disclosure, strengthen communication with investors, enhance investors’ sense of gain, and practically fulfill the responsibilities and obligations as a listed company, and contribute to stabilizing the market as well as confidence.
MANAGEMENT DISCUSSION AND ANALYSIS
XIII. TAX CONCESSION
1. Holders of A Shares
In accordance with the Notice on Relevant Issues of Implementation of Individual Income Tax Policy of Dividends and Bonus Differentiation 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)) and the Notice on Relevant Issues of Individual Income Tax Policy of Dividends and Bonus Differentiation 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)) issued by the Ministry of Finance, the State Bureau of Taxation and the CSRC, for dividends and bonus of individual investors obtained from listed companies from the date when individual investors obtain shares of the Company to the equity registration date, if shareholding period is more than one year, personal income tax will be exempted; if shareholding period is less than one year (including one year), the listed company will not withhold and remit personal income tax and make corresponding adjustment according to the tax payable amount calculated by their shareholding period.
As for shareholders of resident enterprises, income tax of cash bonus will be paid by themselves.
Listed companies will withhold and remit enterprise income tax at the tax rate of 10% for qualified foreign institutional investors (QFII) in accordance with provisions of the Notice of State Administration of Taxation on Relevant Issues Regarding 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) (《國家稅務總局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)). If dividends and bonus obtained by QFII shareholders need to enjoy tax convention (arrangement) treatment, they can put forward or entrust obligor of withholding and remitting tax to put forward application for enjoying tax convention treatment to the competent taxation authority of the listed company.
In accordance with provisions of the Notice of the Ministry of Finance, State Administration of Taxation and China Securities Regulatory Commission on Tax Policies about Inter-communication Pilot of Shenzhen-Hong Kong Stock Exchange Mechanism (Cai Shui [2016] No. 127)(《財政部國家稅務總局證監會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)), as for dividends and bonus of Hong Kong market investors (including enterprise and individual) by investing A shares listed on SZSE, differentiated taxation policy will not be temporarily implemented as per shareholding time before Hong Kong Securities Clearing Company Limited complies with conditions to provide detailed data including identities of investors and shareholding time for China Securities Depository and Clearing Corporation Limited, and the listed company will deduct income tax at the tax rate of 10% and go through deduction declaration with the competent taxation authority. As for Hong Kong investors who belong to tax residents of other countries and dividends income tax rate specified in tax convention signed by their countries and China is lower than 10%, enterprises or individuals can put forward or entrust obligor of withholding and remitting tax to put forward application for enjoying tax convention treatment to the competent taxation authority of the listed company.
MANAGEMENT DISCUSSION AND ANALYSIS
2. Holders of H Shares
In accordance with provisions of the Notice of the State Administration of Taxation on Personal Income Tax Collection Issues after the Document with the Number of Guo Shui Fa [1993] No. 045 has been Abolished (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)), withholding and remitting obligor will withhold and remit personal income tax as per item of “interest, dividends and bonus income” for dividends and bonus income of overseas resident individual shareholders from domestic non-foreign-funded enterprise by issuing shares in Hong Kong. When domestic non-foreign-funded enterprise issues shares in Hong Kong, its overseas resident individual shareholders will enjoy relevant tax preference in accordance with tax convention signed by China and the country stated in the residential identity and tax arrangement of inland and Hong Kong (Macau). In general, the tax rate for dividend is 10% in accordance with relevant tax conventions and provisions on tax arrangement. To simplify tax collection and management, when a domestic non-foreign funded enterprise that has issued shares in Hong Kong distributes dividends and bonus, personal income tax will be generally withheld and remitted as per the tax rate of 10% and application is not necessary. Situations in which tax rate for dividends is not 10% will be handled in accordance with the following provisions: (1) as for residents of conventional country whose tax rate is less than 10%, withholding and remitting obligor can handle application for enjoying relevant convention treatment and excessive tax will be refunded with approval of competent taxation authority; (2) as for residents of conventional country whose tax rate is between 10% and 20%, withholding and remitting obligor shall withhold and remit personal income tax as per actual conventional tax rate when distributing dividends and bonus and it need not handle application and approval issues; (3) as for residents of the countries without tax convention and other situations, withholding and remitting obligor shall withhold and remit personal income tax at the tax rate of 20% when distributing dividends and bonus.
In accordance with provisions of the Notice on Relevant Issues that PRC Resident Enterprises Distribute Dividends to Overseas Non-resident Enterprise Shareholders of H Shares and Withhold and Remit Enterprise Income Tax (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, when PRC resident enterprises distribute dividends of 2008 and future years to overseas non-resident enterprise shareholders of H Shares, they will withhold and remit enterprise income tax at the tax rate of 10%.
In accordance with provisions of the Notice of the Ministry of Finance, State Administration of Taxation and China Securities Regulatory Commission on Tax Policies about Inter-communication Pilot of Shenzhen-Hong Kong Stock Exchange Mechanism (Cai Shui [2016] No. 127)(《財政部國家稅務總局證監會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)), H-share companies will deduct personal income tax at the tax rate of 20% for dividend and bonus of individual investors in the PRC by investing in H shares of the Hong Kong Stock Exchange via Shenzhen-Hong Kong Stock Connect. Personal income tax will be collected in accordance with the above provisions for dividends and bonus income of the securities investment fund in the PRC by investing in listed shares of the Hong Kong Stock Exchange via the Shenzhen-Hong Kong Stock Connect. H-share companies will not deduct dividend and bonus income tax for dividends and bonus of enterprise investors in the PRC by investing in listed shares of the Hong Kong Stock Exchange via the Shenzhen-Hong Kong Stock Connect and income tax will be paid by enterprises. For dividends and bonus income of resident enterprises in the PRC obtained as they have continuously held H shares for 12 months, enterprise income tax will be exempted according to laws.
In accordance with current convention of the Hong Kong Inland Revenue Department, taxes will not be paid for dividends paid by the Company in Hong Kong.
Shareholders will pay relevant taxes and/or enjoy tax concession in accordance with the above provisions.
SECTION 6
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
6
Annual Report 2025

CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
I. BASIC SITUATION OF THE CORPORATE GOVERNANCE
(I) Corporate Governance Overview
The Company is committed to becoming a modern investment bank with international competitiveness, brand influence and systematic significance. As a public company listed in both Mainland China and Hong Kong, the Company carries out standardized operations in strict compliance with the requirements of laws, administrative regulations and normative documents of the place where the Company is listed, therefore continuously improving the social recognition and public reputation.
The Company continues to enhance corporate governance pursuant to stipulations under the relevant laws and regulations including the Company Law, the Securities Law, the Regulations on Supervision and Administration of Securities Companies, the Rules for Governance of Securities Companies, the Self-Regulatory Guidelines No. 1 for Companies Listed on Shenzhen Stock Exchange — Standardized Operation for Companies Listed on Main Board and the Hong Kong Listing Rules. The Company constantly improves its internal control management system so as to gradually reinforce the completeness, rationality and effectiveness of its internal control. The Company further establishes and improves its rules and regulations. The general meeting of Shareholders, the Board and the management of the Company perform their respective duties and act with due diligence, which establishes a sound structure of corporate governance. Through this corporate governance structure, the Company ensures its standard operation in accordance with the CG Code. There is no material difference between the actual situation of corporate governance and the laws, administrative regulations and regulations on the governance of listed companies issued by the CSRC and the Hong Kong Stock Exchange.
To satisfy the requirements of both corporate governance and specific operation for being an A+H dual-listed company, the Company approved, the adoption of the Model Code as the code of conduct for securities transactions of the Company by all Directors, and the adoption of the CG Code as the guidelines for standardizing the Company's governance at the Board meeting held on March 19, 2015. As at the end of the Reporting Period, after special enquiry of the Directors of the Company, all Directors have strictly complied with the standards in the Model Code during the Reporting Period. During the Reporting Period, the Company strictly complied with the code provisions of the CG Code, and met most of the recommended best practice provisions as set out in the CG Code.
(II) Shareholders and the General Meeting
The general meeting of shareholders shall be the authority of power of the Company, through which the shareholders shall exercise their functions in accordance with the laws. The existing Articles of Association and the Rules of Procedure for the General Meeting have provided for the rights and obligations of shareholders, the authority of the general meeting of shareholders, the convening, voting and resolutions of the general meeting of shareholders, which ensure the standard and effective operation of the general meeting of shareholders and protect the interests of shareholders, especially those of the minority shareholders.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
Pursuant to the Article 65 of the Articles of Association, shareholder(s) severally or jointly holding 10% or above shares of the Company may request the Board to convene an extraordinary general meeting, and shall put forward such request to the Board in writing. The Board shall, pursuant to laws, administrative regulations and these Articles of Association, give a written reply on whether to convene the extraordinary general meeting or not within 10 days after receipt of the proposal. If the Board agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within five days after the resolution is made by the Board. In the event of any change to the original proposal set forth in the notice, the consent of relevant shareholder(s) shall be obtained. If the Board does not agree to hold the extraordinary general meeting or fails to give a reply within 10 days after receipt of the proposal, shareholder(s) severally or jointly holding 10% or above shares of the Company shall be entitled to propose to the Audit Committee to convene an extraordinary general meeting, and shall put forward such request to the Audit Committee in writing. If the Audit Committee agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within 5 days after receipt of the said request. In the event of any change to the original request set forth in the notice, the consent of relevant shareholder(s) shall be obtained. In the case of failure to issue the notice for the general meeting within the term stipulated, the Audit Committee shall be deemed as failing to convene and preside over the general meeting. As a result of its failure to do so, the shareholder(s) severally or jointly holding 10% or above shares of the Company for 90 consecutive days or above may convene and preside over such meeting by itself/themselves.
Pursuant to Article 70 of the Articles of Association, shareholder(s) severally or jointly holding 1% or above shares of the Company may submit written provisional proposals to the convener 10 days before a general meeting is convened. The convener shall serve a supplementary notice of general meeting within 2 days after receipt of a proposal, and announce the contents of the proposal on the agenda, which shall be submitted to the general meeting for deliberation.
As a responsible listed company, the Company is devoted to providing effective protection to shareholders of the Company and their full right of information and ensuring the fairness of information disclosure. The Company has also continued to take concrete actions to further improve and increase its communication with investors. The Company has designated the secretary of the Board and the company secretary to be responsible for information disclosure. The securities representative and the Board's office assist in information disclosure and maintenance of investors relations. The Company interacts and communicates with investors in a variety of forms, mainly including phone calls, mails, investor relation website of the Company, the interaction platform of the SZSE, site visits, attending investor presentations and overseas roadshows. Shareholders may at any time make queries and express their views to the Board in writing through the company secretary and the Board's office. Where appropriate, shareholders' inquiries and comments will be forwarded to the Board and/or the relevant special committees of the Company's Board to address shareholders' questions, to ensure that shareholders, especially the minority shareholders, can fully exercise their rights (for contact information of the Company, please refer to "II. Contact Persons and Contact Information" in Section 1 of this report).
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
(III) Board of Directors and Management Team
1. Duties of the Board of Directors
The Board of Directors is the decision-making body of the Company, responsible for the general meeting of shareholders, and shall discharge their duties in accordance with laws, regulations, the Articles of Association and the listing rules where our Shares are listed. The Board of Directors is responsible for the formulation of the Company’s strategies and corporate governance policies, implementation of risk management and internal control as well as corporate finance decisions.
According to the Articles of Association, the Board shall exercise the following functions and powers: to convene general meetings and report to general meetings; to execute resolutions of general meetings; to resolve on the Company’s business plans and investment plans; to formulate the Company’s long-term and mid-term development plan; to prepare the profit distribution plan and loss makeup plan of the Company; to prepare plans for the increase or decrease of the registered capital of the Company, the issuance of bonds or other securities and the Listing; to formulate plans for material acquisitions, purchase of shares of the Company, merger, division, dissolution or transformation of the Company; to decide on external investment, acquisition and disposal of assets, asset mortgage, external guarantee, consigned financial management, connected transactions, donations, etc. of the Company within the authority granted by the general meeting; to resolve on the establishment of internal management organizations of the Company; to appoint or dismiss the Company’s general manager, the secretary to the Board, the chief compliance officer, the chief risk officer, the chief information officer, the chief audit officer, etc. as nominated by the chairman of the Board; to decide to appoint or dismiss the Company’s deputy general manager, the chief financial officer, the chief information officer and other senior management members as nominated by the general manager; and determine their remunerations and rewards and penalties; to set up the basic management system of the Company; to formulate the proposals for any amendment to these Articles of Association; to manage the disclosure of information by the Company; to propose to general meetings the appointment or change of the accounting firm acting as the auditors of the Company; to listen to the work report of the general manager of the Company and examine the general manager’s work; to monitor, review and evaluate the establishment and implementation of the Company’s various internal control systems and to be responsible for the effectiveness of the internal control; to set a compliance management target for the Company, to assume responsibilities for the effectiveness of compliance management, to conduct evaluations of the effectiveness of compliance management, and to urge the Company to solve problems associated with compliance management, to ensure the independence of the chief compliance officer, guarantee the independent communication between the chief compliance officer and the Board and safeguard the smooth reporting between the chief compliance officer and the regulatory authority; to review and approve the annual compliance report and monitor the implementation of the compliance policies; to undertake the ultimate responsibility for the overall risk management, to consider and approve the Company’s risk management strategies and to promote their effective implementation in the Company’s operation and management; to ensure the independence of the chief risk officer
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
and establish a direct communication mechanism with the chief risk officer, to fulfil the significant risk management policies including the validation of risk preference and the corresponding duties including the consideration and approval of the Company’s periodic risk assessment reports; to be responsible for evaluating and determining the nature and extent of the risks the Company is willing to take in achieving its strategic objectives. The Board is responsible for ensuring that the Company establishes and maintains appropriate and effective risk management and internal control systems for the purpose of dealing with identified risks, safeguarding the Company’s assets, preventing and detecting fraud, misconduct and loss, ensuring the accuracy of the Company’s financial reports and achieving compliance with applicable laws and regulations. The Board should oversee the management in the design, implementation and monitoring of the risk management and internal control systems on an ongoing basis, and is also responsible for ensuring that the effectiveness of the Company’s and its subsidiaries’ risk management and internal control systems is reviewed at least annually, and the management should provide confirmation to the Board on the effectiveness of these systems. Decision on the Company buy back its shares as per the reasons stated in Article 26(3), (5) and (6) of the Articles of Association; to be responsible for reviewing the company’s information technology management objectives and assuming responsibility for the effectiveness of information technology management; to review the information technology strategy to ensure its consistency with the company’s development strategy, risk management strategy and capital strength; to establish manpower and funding support plans for information technology; to evaluate the overall effectiveness and efficiency of the annual information technology management; to guide and promote the construction of the Company’s corporate culture; to exercise other functions and powers as conferred by laws, administrative regulations, departmental rules or these Articles of Association. Major matters of the Company shall be decided by the Board collectively, and the statutory functions and powers of the Board shall not be exercised by the chairman of the board or general manager.
2. The composition of the Board
The Company appoints and replaces Directors strictly in accordance with the relevant regulations and the provisions of its Articles of Association. The Board of Directors shall exercise its power and functions according to laws, ensuring that the convening, voting, resolutions of the Board of Directors comply with the Company Law, the Articles of Association and other regulations. The Board of Directors of the Company comprises 11 Directors, among whom, four are Executive Directors, three are Non-executive Directors and four are Independent Non-executive Directors. The number of Independent Non-executive Directors exceeds one-third of the total number of the Company’s Directors.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
The list of candidates for Directors shall be proposed at the general meeting by way of resolution for voting. Shareholder(s) severally or jointly holding 1% or more shares of the Company may nominate director candidates to the general meeting. Directors may concurrently serve as senior managers, but the total number of directors concurrently serving as senior managers and directors appointed by employees shall not exceed one-half of the total number of directors. Except for directors appointed by employees, directors are elected or replaced by the shareholders’ meeting for a term of three years. They may be re-elected upon expiration of their term and may be removed from office by the shareholders’ meeting before the expiration of their term. The term of office of an Independent Non-Executive Director is renewable upon re-election when it expires, but no Independent Non-Executive Director shall serve for more than six years. Resolution for the election of Directors at a general meeting shall be passed by one-half or more of the voting rights held by the Shareholders (including their proxies) attending the general meeting. The cumulative voting system shall be implemented when the general meeting elects two or more independent directors.
Independent Non-executive Directors shall be independent as required under Article 6 of the Measures for the Administration of Independent Directors of Listed Companies and Rule 3.13 of the Hong Kong Listing Rules. Currently, all Independent Non-executive Directors have conducted self-examinations on their independence and issued written confirmations, and the Board of Directors has evaluated and confirmed the independence of all Independent Non-executive Directors.
3. Independence of the Board of Directors
To promote more objective and effective board decision-making, the Company has established various systems, including the Rules of Procedure for the Board of Directors and Working System of the Independent Directors, so as to ensure that independent views and opinions of all Directors can be submitted to the Board of Directors.
(1) The Rules of Procedure for the Board of Directors and Working Rules of the Independent Directors and various system of the Company provide guidance for the duty performance of each Director to ensure standard operation and reasonable decision-making by the Board of Directors, and stipulate actions to be taken by the Directors to avoid any conflict of interests;
(2) The Board of Directors of the Company consists of 11 members; 7 of them are Non-executive Directors, including 4 Independent Non-executive Directors in accordance with the Listing Rules of the Mainland China and Hong Kong with a balanced composition so that there is a strong independent element on the Board;
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
(3) Before nomination of candidates for the appointment of new Independent Non-executive Directors, the Nomination Committee shall make a comprehensive assessment on, among others, their independence, working experience and professional skills. It will also assess ongoing independence of the existing Independent Non-executive Directors and their time commitment for their performance of duties on an annual basis. According to Article 6 of the Measures for the Administration of Independent Directors of Listed Companies and Rule 3.13 of the Hong Kong Listing Rules, all Independent Non-executive Directors are required to confirm in writing that they meet the independence requirements on an annual basis;
(4) The Chairman holds meetings on an annual basis with Independent Non-executive Directors without the presence of other Directors;
(5) The Company convenes meetings attended by all Independent Non-executive Directors from time to time to consider relevant matters stipulated in the Measures for the Administration of Independent Directors of Listed Companies, or study other matters of the Company as necessary;
(6) The Non-executive Directors shall receive fixed allowance for serving on the Board of Directors and specific committees under the Board of Directors;
(7) The specific committees under the Board of Directors may, in the course of performing their duties, engage intermediaries to provide professional advice for their performance of duties at the expenses of the Company;
(8) The Board of Directors of the Company shall make assessment on performance of Directors on an annual basis; the Director being appraised have abstained from voting. Upon deliberation and confirmation of the final appraisal results of performance of Directors by the Board of Directors, these results will be submitted together with the explanations on appraisal results of performance and matters in relation to their remunerations to the general meeting.
The Company believes that the above measures and policies have been effectively implemented during the Reporting Period.
4. Major initiatives on corporate governance by the Board of Directors
In terms of corporate governance, the Board or its subordinated specific committees shall perform the following responsibilities: to formulate and review the policy and practice of corporate governance, and make proposals to the Board; to review and monitor training and continued professional development of the Directors and senior management personnel; to review and monitor the issuer's policies and practices on compliance with legal and regulatory requirements; and to review the issuer's compliance with the CG Code, and the disclosure in this report. During the Reporting Period, the Board of Directors of the Company carried out the following major initiatives on corporate governance:
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
(1) In order to further strengthen the management of the Company's market value, effectively promote the improvement of the Company's investment value and enhance the returns for investors, in accordance with the Regulatory Guidelines for Listed Companies No.10 - Market Value Management (《上市公司監管指引第10號一市值管理》), the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange (《深圳證券交易所股票上市規則》) and the Self-regulatory Guideline No. 1 for Companies Listed on the Shenzhen Stock Exchange - the Standardized Operation of Companies Listed on the Main Board (《深圳證券交易所上市公司自律監管指引第1號一主板上市公司規範運作》) and other laws and regulations, departmental rules, regulatory documents and the Articles of Association, in light of its actual situation, the Company has formulated the Market Value Management System of GF Securities (《廣發證券市值管理制度》).
(2) In order to implement the requirements of the newly revised Anti-Money Laundering Law of the People's Republic of China (《中華人民共和國反洗錢法》), the Company has revised the Anti-Money Laundering Management System of GF Securities (《廣發證券反洗錢工作管理制度》).
(3) In accordance with the Reply on the Approval of the Qualification for Market Making Business for Listed Securities of GF Securities Co., Ltd. (Zheng Jian Xu Ke [2024] No. 1628) (《關於核准廣發證券股份有限公司上市證券做市交易業務資格的批覆》(證監許可[2024]1628號)) received from the CSRC, the Company has revised the relevant terms of the business scope of the Articles of Association.
(4) In order to implement the Standards for Comprehensive Risk Management of Securities Companies (《證券公司全面風險管理規範》) revised and promulgated by the Securities Association of China, the Company revised the Risk Management Policies of GF Securities (《廣發證券風險管理制度》) and changed its name to the Comprehensive Risk Management Policies of GF Securities (《廣發證券全面風險管理制度》).
(5) In accordance with the Company Law and the supporting rules and regulations of the China Securities Regulatory Commission (CSRC), the Company has stipulated in its Articles of Association that an Audit Committee be established within the Board of Directors to exercise the powers of the Supervisory Board as stipulated in the Company Law. Simultaneously, based on the CSRC's issuance of regulations such as the Concentrated Amendment and Repeal of Some Supporting Rules and Normative Documents of the New Company Law (《集中修改、廢止部分新<公司法>配套規章、規範性文件》), the Guidelines for the Articles of Association of Listed Companies (《上市公司章程指引》), and the Rules for the Shareholders' Meetings of Listed Companies (《上市公司股東會規則》), and in conjunction with the revisions to the Hong Kong Listing Rules, the Company has revised its Articles of Association and its annexes, the Rules of Procedure for the General Meeting and the Rules of Procedure for the Board of Directors.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
(6) The Company provides professional training and other support to its Directors and senior management for their performance of duties. In 2025, the Company facilitated Directors and senior management to participate in various trainings organized by the regulatory authorities, listed company associations, industry associations and the Company, with the expenses borne by the Company. The Company sent the laws, regulations, guidelines, notices, special editions issued by the regulatory authorities and the newsletters of the Directors (《董事通訊》) that are compiled monthly by the Company to each Director and senior management in a timely manner, so as to improve their understanding of the latest statutory requirements of the regulatory authorities and the stock exchange of the places where the Company is listed, the development of the securities industry and the Company’s business and to provide facilitation and support for the performance of duties by the Company’s Directors and senior management.
(7) The Company attaches great importance to the deep integration of development strategy, cultural concept and operation development, and the corporate culture of the Company is in line with the Company’s purpose, value and strategy. With culture-driven business, the Company regards serving the national strategy, the real economy development and the people’s yearning for a better life as its corporate responsibilities and missions, leading the main businesses such as investment banking, wealth management, and asset management to enhance core competitiveness, and promote business decision-making and organic combination of cultural concepts. In order to carry on the culture of business, the cultural construction requirements are embedded in the whole process of the Company’s operation and management, and the Company’s mission, core values and business philosophy are demonstrated in the business operation, so that the culture has strong vitality, cohesion and appeal. During the Reporting Period, the Company coordinated and promoted the construction of corporate culture, strengthened the positive incentive role; built the characteristic cultural brand of “knowledge-based, truth-seeking and dedication”, continued to strengthen cultural recognition; actively cultivated the financial culture with Chinese characteristics, fully supported the construction of industry culture, and facilitated the high-quality development of the industry by participating in activities including the research on the topic of industry culture construction.
Before the publication of this report, the Board has reviewed the Corporate Governance section herein (i.e. the Corporate Governance Report), and the Board is of the view that this Corporate Governance Report complies with the relevant requirements of the Hong Kong Listing Rules.
5. Duties of the management team
The Company implements the general manager responsibility system under the leadership of the Board of Directors. The Articles of Association clearly delineate the respective responsibilities of the Board of Directors and the operating management. The management shall be accountable for the daily business operations of the Company and shall be responsible for organizing the implementation of the Board’s resolutions, the Company’s annual business plans and investment plans, preparing the plan for the establishment of internal management of the Company, preparing the basic management system of the Company, deciding the appointment or removal of executives other than those appointed or removed by the Board, and exercising other functions and powers conferred in the Articles of Association and by the Board. If necessary, the Board of Directors could delegate its management and administrative authority to the operating management team and provide clear guidelines on the authorized acts. Senior management staff shall be appointed or removed by the Board. They serve for a term of three years and may serve consecutive terms upon reappointment.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
6. Duties of the Chairman and General Manager
The Articles of Association, Rules of Procedure for the Board of Directors, Terms of Reference for the Chairman and Terms of Reference for the General Manager of the Company clearly delineate the duties of the Chairman and the General Manager. The Chairman is the legal representative of the Company, who leads the daily operations of the Board, and monitors the implementation of resolutions made by the Board to ensure efficient and orderly operations of the Board. The General Manager of the Company presides over the daily operation and management of the Company, organizes the implementation of the resolutions of the Board of Directors and reports to the Board of Directors. During the Reporting Period and up to the date of disclosure of this report, Mr. Lin Chuanhui served as the Chairman of the Company, and Mr. Qin Li served as the General Manager of the Company.
II. THE COMPANY’S INDEPENDENCE FROM THE CONTROLLING SHAREHOLDER AND DE FACTO CONTROLLER IN TERMS OF ASSETS, PERSONNEL, FINANCE, INSTITUTIONS AND BUSINESS OF THE COMPANY
The Company has no controlling shareholder and de facto controller. The Company is completely separated from the largest shareholder with regard to the assets, personnel, finance, institutions, business and other aspects. The Board and each functional department are all able to operate independently, equipped with independent business and operation capacities. Details are as follows:
1. Independence of the assets
The Company has independent and integral assets which are necessary for carrying out securities business. The largest shareholder and its related parties have not taken up the Company’s assets or acted detrimentally to the legitimate rights of the Company and its other shareholders or clients. The Company independently operates and manages its own assets according to laws, possessing the franchises, real estate, operation equipment and trademarks which are required for its operation. The Company has legitimate rights to own and use such assets, and the largest shareholder has not occupied the Company’s assets and capital which may harm the interests of the Company.
2. Independence of personnel
The Company has a human resources management department and training center, and has established a complete human resources management system and institution to carry out human resource management related work including labor relations, recruitment and deployment, performance appraisal, payroll management, training and development independently. The Company is completely separated from the largest shareholder. The engagement of the Company’s Directors and senior management complies with the Company Law, the Securities Law and other relevant provisions. The Company’s current Directors and senior management have met the conditions required by the relevant laws, administrative regulations, departmental rules, normative documents, the SZSE Listing Rules and other relevant provisions of the relevant stock exchanges. No senior management serves in the largest shareholder of the Company or works in a part-time manner for other for-profit institutions or engages in other business activities.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
3. Financial independence
In accordance with the Accounting Standards for Business Enterprises, the Accounting Standards for Business Enterprises — Application Guide, the Financial Rules for Financial Enterprises and other regulations, the Company has established an independent financial department along with independent financial accounting system and financial management system of which it is staffed with independent financial accountants, none of whom serve in a part-time manner for the largest shareholder of the Company. The Company’s financial decisions are made independently, and the largest shareholder and its related parties have not interfered with the use of funds. The Company maintains separate banking accounts, and the largest shareholder and its related parties have not shared accounts with the Company. As an independent taxpayer, the Company has completed separate tax registration and pays tax according to laws, and the largest shareholder has not paid taxes together with the Company.
As of the date of this report, the Company has not provided any guarantees to the largest shareholder and its related parties.
4. Institutional independence
The Company has established a sound corporate governance structure, and has set up the general meeting of shareholders, the Board and its five special committees (namely the strategy committee, the nomination committee, the remuneration and appraisal committee, the audit committee and the risk management committee), the management team and related business management departments which work properly and exercise powers according to laws within the framework of their respective terms of reference. With independent and complete securities business and management systems, the Company independently develops business and complies with the CSRC requirements in terms of the organizational setup and operation. The Company’s existing offices and business premises are completely split from those of its largest shareholder, so there is no shared use among different organizations.
5. Operational independence
The Company independently carries out operation within its business scope approved by the CSRC in accordance with the Company Law and the Articles of Association. The Company has obtained the required business license to run the securities business and has an independent and complete business system and self-operation capabilities. In its business operations, the Company is free from influence and control of the largest shareholder and its related parties and is able to compete independently in the market. There are no situations where the largest shareholder and its related parties violate the Company’s operational procedures and interfere with the internal management and operation decisions of the Company.
III. COMPETITION WITH THE COMPANY
N/A
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
IV. PARTICULARS ABOUT DIRECTORS AND SENIOR MANAGEMENT
1. Basic information
| Name | Gender | Age | Status | Position | Date of appointment | Date of cessation |
|---|---|---|---|---|---|---|
| Lin Chuanhui | Male | 62 | Current | Chairman | ||
| Executive Director | July 22, 2021 | |||||
| January 6, 2021 | To present | |||||
| To present | ||||||
| Li Xiulin | Male | 73 | Current | Non-executive Director | May 12, 2014 | To present |
| Shang Shuzhi | Male | 73 | Current | Non-executive Director | July 1, 2001 | To present |
| Guo Jingyi | Male | 50 | Current | Non-executive Director | October 19, 2020 | To present |
| Qin Li | Male | 57 | Current | Executive Director | ||
| General manager | April 27, 2011 | |||||
| May 10, 2024 | To present | |||||
| To present | ||||||
| Sun Xiaoyan | Female | 53 | Current | Executive Director | ||
| Executive deputy general manager | ||||||
| Chief financial officer | December 8, 2014 | |||||
| May 10, 2024 | ||||||
| March 6, 2006 | To present | |||||
| To present | ||||||
| To present | ||||||
| Xiao Xuesheng | Male | 53 | Current | Executive Director, deputy general manager | May 10, 2024 | To present |
| Leung Shek Ling | ||||||
| Olivia | Female | 54 | Current | Independent Non-executive Director | June 9, 2020 | To present |
| Li Wenjing | Male | 46 | Current | Independent Non-executive Director | June 9, 2020 | To present |
| Zhang Chuang | Male | 47 | Current | Independent Non-executive Director | May 10, 2024 | To present |
| Wang Dashu | Male | 69 | Current | Independent Non-executive Director | May 10, 2024 | To present |
| Ouyang Xi | Male | 58 | Current | Deputy general manager | May 10, 2024 | To present |
| Zhang Wei | Male | 50 | Current | Deputy general manager | May 12, 2014 | To present |
| Yi Yangfang | Male | 55 | Current | Deputy general manager | July 22, 2021 | To present |
| Xin Zhiyun | Male | 56 | Current | Deputy general manager | ||
| Chief information officer | July 22, 2021 | |||||
| May 30, 2019 | To present | |||||
| To present | ||||||
| Xu Youjun | Male | 54 | Current | Deputy general manager | July 22, 2021 | To present |
| Hu Jinquan | Male | 50 | Current | Deputy general manager | May 10, 2024 | To present |
| Wu Shunhu | Male | 56 | Current | Chief compliance officer | May 10, 2024 | To present |
| Cui Zhouhang | Male | 42 | Current | Chief risk officer | May 10, 2024 | To present |
| Yin Zhongxing | Male | 38 | Current | Secretary to the Board, joint company secretary, securities affairs representative | May 10, 2024 | To present |
| Li Qian | Male | 41 | Resigned | Deputy general manager | July 22, 2021 | October 15, 2025 |
Note 1: The calculation of age was conducted on March 30, 2026; Note 2: The Company did not implement equity incentive plan, employee stock ownership plan or other employee incentive measures.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
DURING THE REPORTING PERIOD, DID ANY DIRECTOR OR MEMBER OF THE SENIOR MANAGEMENT RESIGN DURING THEIR TERM OF OFFICE
Yes
CHANGES IN THE DIRECTORS AND SENIOR MANAGEMENT OF THE COMPANY
| Name | Position | Type | Date | Reasons |
|---|---|---|---|---|
| Li Qian | Deputy general manager | Resigned | October 15, 2025 | Change of personal work |
-
On October 15, 2025, the Company received a written resignation letter from Mr. Li Qian, the former deputy general manager. Mr. Li Qian tendered his resignation from the position of deputy general manager of the Company due to change of personal work. The written resignation letter of Mr. Li Qian took effect from the date it was served on the Board of the Company.
-
On December 23, 2025, the Company convened the 2025 third extraordinary general meeting of the Company, the 2025 second class meeting of A Shareholders and the 2025 second class meeting of H Shareholders, at which the resolutions regarding the amendments to the Articles of Association and its appendices were considered and approved. Accordingly, the Articles of Association and its appendices, namely Rules of Procedure for General Meeting and Rules of Procedure for the Board of Directors, were amended, and its appendix, namely the Rules of Procedure for the Supervisory Committee, was abolished. With effect from the date of the amended Articles of Association coming into effect, the powers and duties of the Supervisory Committee as stipulated in the Company Law have been exercised by the audit committee of the Board. All supervisors of the eleventh session of the Supervisory Committee of the Company (including Mr. Zhou Xitai, Mr. Wang Zhenyu, Ms. Zheng Chummei, Ms. Zhou Feimei and Ms. Yi Xinyu) have ceased to serve as supervisors of the Company with effect from the date of the amended Articles of Association coming into effect.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
2. Particulars of positions
The biographies of current Directors and senior management of the Company are as follows:
(1) Directors
Executive Directors
Mr. Lin Chuanhui has served as executive Director of the Company since January 2021 and chairman of the Board of the Company since July 2021. Mr. Lin Chuanhui previously served as cadre of the scientific research office and deputy division researcher of the organization bureau of the Party School of the Central Committee of CPC, general manager of Beijing business unit of the investment banking department, deputy general manager of the investment banking department, general manager of the Shanghai business headquarters, standing deputy general manager of the investment banking department of the Company, general manager of GF Fund (planning), general manager and vice chairman of GF Fund, chairman and general manager of Ruiyuan Capital Management Co., Ltd., chairman of the board of directors of GF International Investment Management Limited, general manager of the Company and chairman of the board of directors of GFHK. Mr. Lin Chuanhui is currently a director of China Securities Inter-agency Quotation System Co., Ltd. Mr. Lin Chuanhui obtained a bachelor’s degree in economics from Jilin University.
Mr. Qin Li has served as executive Director of the Company since April 2011 and general manager of the Company since May 2024. Mr. Qin Li previously served as standing deputy general manager at the department of investment banking administration, general manager of the investment management department, general manager of capital operation department, general manager of planning and development department, general manager of investment department, assistant to general manager, deputy general manager and standing deputy general manager of the Company, director of E Fund, director of GF Fund (planning), director of GF Fund, chairman of GF Xinde, chairman of the board of Guangdong Equity Exchange Co., Ltd., director and chairman of GFHK, chief officer of GF Securities, general manager of GF Asset Management and chairman of GF Asset Management. Mr. Qin Li is currently the chairman of the board of directors of GFHK. Mr. Qin Li obtained a bachelor’s degree in economics from Shanghai University of Finance and Economics, a master’s degree in commercial economics from Jinan University, a doctorate degree in economics from Renmin University of China and completed an executive master of business administration program from Cheung Kong Graduate School of Business.
Ms. Sun Xiaoyan has served as executive Director of the Company since December 2014, chief financial officer of the Company since March 2006 and executive deputy general manager of the Company since May 2024. Ms. Sun Xiaoyan previously served as deputy general manager of accounting department, deputy general manager of investment and proprietary trading department and general manager of finance department of the Company, chief financial officer of GF Fund (planning), chief financial officer and deputy general manager of GF Fund, deputy general manager of the Company, director of GFHK and chairman of the Supervisory Committee of ECT. Ms. Sun Xiaoyan is currently a director of GF Fund, a supervisor of ECT and chairman of GF Asset Management. Ms. Sun Xiaoyan obtained a bachelor’s degree in economics from Renmin University of China and a master’s degree in business administration from China Europe International Business School.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
Mr. Xiao Xuesheng has served as executive Director and deputy general manager of the Company since May 2024. Mr. Xiao Xuesheng previously served as deputy general manager of the President's office and manager of the secretarial department, deputy general manager of the administration department, general manager of the general office, general manager of the mergers and acquisitions department, deputy general manager of the investment banking business management department of the Company, and general manager of GF Xinde. Mr. Xiao Xuesheng is currently a director of GF Investments (Hong Kong), a director and chairman of GF Xinde. Mr. Xiao Xuesheng obtained a bachelor's degree in law from Renmin University of China and completed a master's degree program in monetary banking at Graduate School of Chinese Academy of Social Sciences.
Non-executive Directors
Mr. Li Xiulin has served as non-executive Director of the Company since May 2014. Mr. Li Xiulin is currently the chairman of Jilin Aodong. Mr. Li Xiulin previously served as doctor of Dunhua Deer Farm in Yanbian, Jilin Province, general manager and engineer of Yanbian AoDong Pharmaceutical Company, general manager of Yanbian Dunhua Deer Farm, chairman and general manager of Yanbian AoDong Pharmaceutical Co., Ltd. (currently known as Jilin Aodong Pharmaceutical Group Co., Ltd.). Mr. Li Xiulin obtained an academic diploma of bachelor's degree qualification in economics from Open College of Central Party School of the Communist Party of China and completed the 28th training course in business administration at Tsinghua University School of Economics and Management.
Mr. Shang Shuzhi has served as non-executive Director of the Company since July 2001. Mr. Shang Shuzhi is currently the honorary chairman and director of Liaoning Cheng Da. Mr. Shang Shuzhi previously served as deputy general manager of Liaoning Province Textiles Import and Export Corporation, deputy manager of Liaoning Province Knitwear and Home Textiles Import and Export Corporation in charge of operation and general manager thereof and chairman of Liaoning Cheng Da Group Ltd. Mr. Shang Shuzhi graduated from Dongbei University of Finance and Economics, majoring in international trade, and obtained the qualification of senior economist and the qualification of senior international business-engineer from Liaoning Provincial Department of Personnel (now known as Liaoning Provincial Department of Human Resources and Social Security), and obtained an executive master of business administration degree (EMBA) from Dongbei University of Finance and Economics.
Mr. Guo Jingyi has served as non-executive Director of the Company since October 2020. Mr. Guo Jingyi is currently the Secretary of the Party Committee and chairman of Zhongshan Public Utilities. Mr. Guo Jingyi previously served as manager of Zhongshan Sanxiang Water Supply Co., Ltd. (中山市三鄉供水有限公司), manager of Zhongshan Water Supply Co., Ltd. Sanxiang branch, deputy general manager and managing deputy general manager of Zhongshan Water Supply Co., Ltd., deputy general manager of water business department of Zhongshan Public Utilities Group Co., Ltd., general manager of Zhongshan Water Supply Co., Ltd., deputy general manager of Zhongshan Zhonghui Investment Group Company Limited, general manager of Zhongshan Transportation Development Group Co., Ltd., executive director and general manager of Zhongshan Rail Transit Co., Ltd. (中山市軌道交通有限公司), executive director of Zhongshan East Outer Ring Expressway Co., Ltd. (中山市東部外環高速公路有限公司), executive director of Zhongshan Transportation Development Investment Co., Ltd. (中山市交發投資有限公司); and director and general manager of Zhongshan Zhonghui Investment Group Company Limited. Mr. Guo Jingyi obtained a bachelor's degree in engineering from Wuyi University and completed in-service postgraduate studies majoring in economics (economic management) at the Graduate School of the Party School of the Communist Party of China.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
Independent Non-executive Directors
Ms. Leung Shek Ling Olivia has served as independent non-executive Director of the Company since June 2020. Ms. Leung Shek Ling Olivia is currently the principal lecturer and associate dean of the Faculty of Business and Economics of the University of Hong Kong. Ms. Leung Shek Ling Olivia previously served as associate professor of accounting at the City University of Hong Kong; director of the International Business and Global Management Program and assistant dean of the Faculty of Business and Economics of the University of Hong Kong. Ms. Leung Shek Ling Olivia concurrently serves as independent director of Yoho Group Holdings Limited. Ms. Leung Shek Ling Olivia obtained a bachelor’s degree from the University of British Columbia in Canada and a doctorate degree from the Chinese University of Hong Kong.
Mr. Li Wenjing has served as independent non-executive Director of the Company since June 2020. Mr. Li Wenjing is currently a professor and dean at the Management School of Jinan University. Mr. Li Wenjing previously served as lecturer, and associate professor of the Management School, and deputy department head and department head of the Accounting Department of the Management School of Jinan University, independent director of Longse Technology Limited (長視科技股份有限公司), Shenzhen Xunfang Technologies Co., Ltd. (深圳市訊方技術股份有限公司), By-Health Co., Ltd. (揚臣倍健股份有限公司) and Zhuhai Huajin Capital Co., Ltd. (珠海華金資本股份有限公司), and external supervisor of China Guangfa Bank Co., Ltd. Mr. Li Wenjing obtained a bachelor’s degree and a doctorate degree from Sun Yat-sen University.
Mr. Zhang Chuang has served as independent non-executive director of the Company since May 2024. Mr. Zhang Chuang is currently a professor and dean of the School of Law of Changchun University of Science and Technology. Mr. Zhang Chuang previously served as a lecturer, associate professor and professor of the School of Law of Changchun University of Science and Technology, deputy director of the scientific research division, deputy director and director of the social science division, and a part-time lawyer at Jilin Zhihui Law Firm (吉林智輝律師事務所). Mr. Zhang Chuang obtained an academic diploma of bachelor’s degree qualification in Chinese language and literature from Northeast Normal University and a master’s degree and a doctorate degree in law from Jilin University.
Mr. Wang Dashu has served as independent non-executive director of the Company since May 2024. Mr. Wang Dashu is currently a professor at the Economics faculty of Peking University. Mr. Wang Dashu previously served as independent director of Huadian Power International Corporation Limited. Mr. Wang Dashu concurrently serves as independent director of Jilin Jien Nickel Industry Co., Ltd. and China Green Electricity Investment of Tianjin Co., Ltd. Mr. Wang Dashu obtained a Bachelor’s degree and a Master’s degree in Economics from Peking University, and obtained a doctorate degree in Economics from La Trobe University in Australia.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
(2) Senior management
The brief biographies of Mr. Qin Li, Ms. Sun Xiaoyan and Mr. Xiao Xuesheng are set out in “(1) Directors” in this section.
Mr. Ouyang Xi has served as deputy general manager of the Company since May 2024. Mr. Ouyang Xi previously served as library assistant at Guangdong Mechanics College (now known as Guangdong University of Technology), deputy general manager and managing deputy general manager of the investment banking department, general manager of the proprietary trading department, executive deputy general manager of the investment banking head office, secretary to the Board, chief financial officer, deputy general manager and chief officer of the Company, director of GF Fund and chairman of GF Hexin Industry Investment Management Co., Ltd. Mr. Ouyang Xi concurrently serves as director of GFHK, director of Guangzhou Institute for Investment Advisor and executive director of Value Partners Group. Mr. Ouyang Xi obtained a bachelor’s degree in science from Wuhan University and a master’s degree in economics from Jinan University.
Mr. Zhang Wei has served as a deputy general manager of the Company since May 2014. Mr. Zhang Wei previously served as treasury manager of the trust fund department of Anhui International Trust & Investment Company (安徽國際信託投資公司), business manager of the investment banking department, deputy general manager and general manager of the debt underwriting department, deputy general manager and co-general manager of the investment banking business management head office, general manager of the fixed income head office of the Company, and assistant to general manager of the Company, chairman of GF Asset Management, chairman of GF Hexin Industry Investment Management Co., Ltd. and director of China Securities Credit Investment Co., Ltd. (中證信用增進股份有限公司). Mr. Zhang Wei concurrently serves as supervisor of China Securities Credit Investment Co., Ltd., director of GFHK and chairman of GFFL. Mr. Zhang Wei obtained a bachelor’s degree in economics from Anhui University, a master’s degree in economics from Fudan University and a doctorate degree in economics from Renmin University of China.
Mr. Yi Yangfang has served as deputy general manager of the Company since July 2021. Mr. Yi Yangfang previously served as teacher of the Second Middle School of Yongxiu County, Jiangxi Province, member of investment promotion and development bureau of Yongxiu County, Jiangxi Province, salesman and deputy manager of the investment banking head office, investment wealth management head office and the proprietary trading department of the Company, member of the preparatory team of GF Fund, officer of investment management department, general manager of investment management department, fund manager, assistant general manager, investment director, deputy general manager, executive deputy general manager of GF Fund, director, vice chairman and chairman of the board of GF International Investment Management Limited, director of Ruiyuan Capital Management Co., Ltd. and director of E Fund. Mr. Yi Yangfang obtained a bachelor’s degree in science from Jiangxi University and a master’s degree in economics from Shanghai University of Finance and Economics.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
Mr. Xin Zhiyun has served as chief information officer of the Company since May 2019 and deputy general manager of the Company since July 2021. Mr. Xin Zhiyun previously served as software engineer and editor of the Higher Education Press, principal staff member and deputy director of the Information Center, deputy director of the General Office, director-level consultant, director-level consultant (in charge) and director of the Audit Office of the Institutional Supervision Department of the China Securities Regulatory Commission, vice president, chief risk officer, chief compliance officer and chief financial officer of Essence Securities Co., Ltd. (now known as SDIC Securities Co., Ltd., same hereinafter) and director of Essence Capital Co., Ltd. Mr. Xin Zhiyun concurrently serves as chief representative of our representative office in Beijing and director of GFHK. Mr. Xin Zhiyun obtained a bachelor's degree in engineering from North China University of Technology, a master's degree in education from Beijing Normal University, a master's degree in business administration (Finance) from University of Nottingham and a doctorate degree in engineering from Tsinghua University.
Mr. Xu Youjun has served as deputy general manager of the Company since July 2021. Mr. Xu Youjun previously served as employee of the development department of Guangzhou Transportation Real Estate Company (廣州交通房地產公司), employee of the enterprise management department of Guangdong Zhujiang Investment Company (廣東珠江投資公司), manager of the investment banking department of Guangzhou Securities Co., Ltd., business manager of the investment banking department, assistant to general manager of the Hubei headquarters, assistant to general manager of the investment banking department, assistant to general manager of the investment banking general management department and executive director of the mergers and acquisitions department and general manager of the office of the Board of the Company, secretary to the Board, joint company secretary, securities affairs representative, chief compliance officer and general manager of the compliance and legal affairs department of the Company. Mr. Xu Youjun concurrently serves as director of E Fund. Mr. Xu Youjun obtained a bachelor's degree in engineering from Xiangtan University and a master's degree in economics from Sun Yat-Sen University.
Mr. Hu Jinquan has served as deputy general manager of the Company since May 2024. Mr. Hu Jinquan previously served as business assistant and business manager of the investment banking department, office manager and assistant to the general manager, director and managing director of the investment banking department, assistant to the general manager and vice chairman of the investment banking business management committee of the Company. Mr. Hu Jinquan concurrently serves as chairman of the investment banking business management committee of the Company, director of GFHK and director of GF Capital (Hong Kong). Mr. Hu Jinquan received his bachelor's and master's degree in economics from Southwestern University of Finance and Economics.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
Mr. Wu Shunhu has served as chief compliance officer of the Company since May 2024. Mr. Wu Shunhu previously served as teacher at China Women’s Executive Leadership Academy Shandong College (now known as Shandong Women’s University), deputy director and director of training section and vice chairman of the educational training committee of Securities Association of China, principal staff member of the risk management office, consultant of the Shanghai Commissioner Office of China Securities Regulatory Commission, deputy secretary of the Party Committee and general manager of the asset management department of Zhongshan Securities Co., Ltd., general manager and legal representative of Zhong Xin Huijin Equity Investment Fund Management (Shenzhen) Company Limited (中新匯金股權投資基金管理(深圳)有限公司), deputy general manager, chief risk officer, compliance principal of GF Asset Management, general manager of the compliance and legal affairs department of the Company, chief risk officer and general manager of the risk management department of the Company. Mr. Wu Shunhu concurrently serves as general manager of the compliance and legal affairs department of the Company. Mr. Wu Shunhu obtained a bachelor’s degree and a master’s degree in economics from Shandong University, and a doctorate degree in economics from Renmin University of China.
Mr. Cui Zhouhang has served as chief risk officer of the Company since May 2024. Mr. Cui Zhouhang previously served as employee at Citibank (China) Co., Ltd., assistant to general manager, deputy general manager, deputy general manager (responsible for the overall management) of the risk management department of the Company, general manager of the human resources department of the Company, chief human resources officer of the Company and chief risk officer of GFHK. Mr. Cui Zhouhang concurrently serves as general manager of the risk management department of the Company and chief risk officer of GF Asset Management. Mr. Cui Zhouhang obtained a dual bachelor’s degree in science and economics from Peking University, a master’s degree in economics from Peking University and a master’s degree in finance from the University of Hong Kong.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
Mr. Yin Zhongxing has served as the secretary to the Board, a joint company secretary and securities affairs representative of the Company since May 2024. Mr. Yin Zhongxing previously served as senior research assistant of Beijing Securities and Futures Research Institute (北京證券期貨研究院), senior research assistant, labor union member, assistant researcher, deputy secretary and secretary of the Communist Youth League Committee of China Institute of Finance and Capital Markets and executive director of the strategic development department of the Company. Mr. Yin Zhongxing concurrently serves as the general manager of the Board office of the Company. Mr. Yin Zhongxing obtained his bachelor's degree in engineering from Beijing Forestry University and a master's degree in economics from Peking University.
Save as disclosed in this Report, the Directors confirm that there was no change in particulars of the Directors and chief executives during the Reporting Period required to be disclosed pursuant to Rule 13.51B(1) of the Hong Kong Listing Rules.
Controlling shareholder and de facto controller concurrently serving as chairman and general manager of the listed company
N/A
POSITION HELD IN THE SHAREHOLDING COMPANIES
| Name | Name of shareholding companies | Position held in the shareholding companies | Commencement date | End date | Remuneration received from shareholding companies |
|---|---|---|---|---|---|
| Li Xinlin | Jilin Aodong | Chairman | February 2000 | To present | Yes |
| Shang Shuzhi | Liaoning Cheng Da | Honorary chairman | February 2025 | To present | Yes |
| Director | August 1993 | To present | |||
| Guo Jingyi | Zhongshan Public Utilities | Chairman | September 2020 | To present | Yes |
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
POSITION HELD IN OTHER COMPANIES
| Name | Name of other companies | Position held in the other companies | Commencement date | End date | Remuneration received from other companies |
|---|---|---|---|---|---|
| Lin Chuanhui | China Securities Internet System Co., Ltd. | Director | December 2021 | To present | No |
| Sun Xiaoyan | ECT | Supervisor | June 2018 | To present | No |
| Leung Shek Ling Olivia | The Faculty of Business and Economics of the University of Hong Kong | Associate dean and principal lecturer | January 2020 | To present | Yes |
| Yoho Group Holdings Limited | Independent director | July 2023 | To present | Yes | |
| Li Wenjing | Management School of Jinan University | Dean, professor | March 2019 | To present | Yes |
| Zhang Chuang | The School of Law of Changchun University of Science and Technology | Dean, professor | September 2020 | To present | Yes |
| Wang Dashu | The Economics faculty of Peking University | Professor | August 2003 | To present | Yes |
| Jilin Jien Nickel Industry Co., Ltd. | Independent director | December 2018 | To present | Yes | |
| China Green Electricity Investment of Tianjin Co., Ltd. | Independent director | December 2023 | To present | Yes | |
| Ouyang Xi | Guangzhou Institute for Investment Advisor Management Co., Ltd. | Director | September 2023 | To present | No |
| Value Partners Group | Executive director | November 2025 | To present | No | |
| Zhang Wei | China Securities Credit Investment Co., Ltd. | Supervisor | May 2022 | To present | No |
| Xu Youjun | E Fund | Director | March 2025 | To present | No |
Penalties imposed by the securities regulatory authority on the current and resigned Directors and senior management of the Company during the Reporting Period for the last three years
N/A
3. Remuneration of Directors and senior management
(1) Decision-making process for remuneration of Directors and senior management
The Directors of the Company who do not have contractual labor relationship with the Company enjoy allowances. The Directors of the Company who have contractual labor relationship with the Company receive remuneration according to the Company's policies. The general meeting, the Board, the remuneration and appraisal committee of the Board and independent Directors perform their respective responsibilities in this decision-making process according to the relevant requirements.
(2) Basis for determining and paying the remuneration of Directors and senior management
The remuneration of Directors and senior management shall be determined depending on the Company's actual situation and their positions and performance by reference to the standards of similar companies in the finance industry. The remuneration will be paid regularly to personal accounts after withholding personal income tax according to the Company's remuneration policies.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
(3) Appraisal of Directors and senior management personnel
- The duty performance appraisal of the Directors of the Company is composed of three parts, including self-evaluation by the Directors, appraisal by the remuneration and appraisal committee of the Board, and deliberation and confirmation by the Board. When the remuneration and appraisal committee of the Board and the Board deliberate on the duty performance of each Director, the Director being appraised shall abstain from voting.
Specific steps for appraisal on Directors’ duty performance are as follows:
① Directors’ self-evaluation: Directors conduct self-evaluation on their respective annual performance in accordance with the Form of Self-evaluation on Directors’ Duty Performance («董事履職自我評價表») with the self-evaluation results of being competent or incompetent after the review and confirmation by the remuneration and appraisal committee of the Board.
② Appraisal by the remuneration and appraisal committee of the Board: The appraisal and evaluation on Directors’ duty performance by the remuneration and appraisal committee of the Board is determined by the remuneration and appraisal committee of the Board. The office of the Board together with relevant departments collect the annual duty performance of Directors and assist the remuneration and appraisal committee of the Board in evaluating the Form of Appraisal of Directors’ Duty Performance («董事履職考評表») and in checking the Checklist for Compliance of Directors’ Duty Performance («董事履職合規性核對表») based on the annual duty performance of Directors with the results of being competent or incompetent.
When both self-appraisal results of performance and the appraisal results of the duty performance are competent after the review by the remuneration and appraisal committee of the Board and there is no “No” in the checking results of Checklist for Compliance of Directors’ Duty Performance («董事履職合規性核對表»), the appraisal results of annual performance will be competent; otherwise it will be incompetent.
When the Remuneration and Appraisal Committee of the Board deliberate on the duty performance of each Director, the Director being appraised shall abstain from voting.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
③ Appraisal by the Board: The final appraisal results of Directors shall be determined by the Board. The procedures of duty performance appraisal for the executive Directors of the Company shall be in compliance with the other relevant requirements such as the human resource management policies and the Measures on Performance appraisal and Remuneration Management for Operating Management, the Director being appraised shall abstain from voting.
According to the Resolution on Appraisal of Directors’ Duty Performance in 2025 considered and approved by the Board, the appraisal results of Directors are as follows:
The appraisal result of Lin Chuanhui of being competent is approved; the appraisal result of Li Xiulin of being competent is approved; the appraisal result of Shang Shuzhi of being competent is approved; the appraisal result of Guo Jingyi of being competent is approved; the appraisal result of Qin Li of being competent is approved; the appraisal result of Sun Xiaoyan of being competent is approved; the appraisal result of Xiao Xuesheng of being competent is approved; the appraisal result of Leung Shek Ling Olivia of being competent is approved; the appraisal result of Li Wenjing of being competent is approved; the appraisal result of Zhang Chuang of being competent is approved; the appraisal result of Wang Dashu of being competent is approved.
- The appraisal for the operation management of the Company shall be in compliance with the human resources management system of the Company and other requirements such as the Measures on Performance appraisal and Remuneration Management for Operating Management; meanwhile, the appraisal for chief compliance officer of the Company shall be in compliance with the requirements of the Measures on Performance appraisal and Remuneration Management for Chief Compliance Officer. The Audit Committee shall participate in the appraisal for the person in charge of internal audit.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
(4) Remuneration of Directors and senior management during the Reporting Period
Unit: RMB* 0,000
| Name | Gender | Age | Position | Status | The total remuneration before tax received from the Company | Remuneration received from related parties of the Company |
|---|---|---|---|---|---|---|
| Lin Chuanhui | Male | 62 | Executive Director, Chairman | Current | 361.70 | No |
| Li Xiulin | Male | 73 | Non-executive Director | Current | 18.00 | Yes |
| Shang Shuzhi | Male | 73 | Non-executive Director | Current | 18.00 | Yes |
| Guo Jingyi | Male | 50 | Non-executive Director | Current | 0.00 | Yes |
| Qin Li | Male | 57 | Executive Director, general manager | Current | 356.88 | No |
| Sun Xiaoyan | Female | 53 | Executive Director, executive deputy general manager, chief financial officer | Current | 346.43 | No |
| Xiao Xuesheng | Male | 53 | Executive Director, deputy general manager | Current | 316.94 | No |
| Leung Shek | ||||||
| Ling Olivia | Female | 54 | Independent non-executive Director | Current | 27.00 | No |
| Li Wenjing | Male | 46 | Independent non-executive Director | Current | 27.00 | No |
| Zhang Chuang | Male | 47 | Independent non-executive Director | Current | 27.00 | No |
| Wang Dashu | Male | 69 | Independent non-executive Director | Current | 27.00 | No |
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
| Name | Gender | Age | Position | Status | The total remuneration before tax received from the Company | Remuneration received from related parties of the Company |
|---|---|---|---|---|---|---|
| Ouyang Xi | Male | 58 | Deputy general manager | Current | 336.08 | No |
| Zhang Wei | Male | 50 | Deputy general manager | Current | 320.82 | No |
| Yi Yangfang | Male | 55 | Deputy general manager | Current | 324.92 | No |
| Xin Zhiyun | Male | 56 | Deputy general manager, chief information officer | Current | 306.07 | No |
| Xu Youjun | Male | 54 | Deputy general manager | Current | 305.14 | No |
| Hu Jinquan | Male | 50 | Deputy general manager | Current | 314.72 | No |
| Wu Shunhu | Male | 56 | Chief compliance officer | Current | 279.57 | No |
| Cui Zhouhang | Male | 42 | Chief risk officer | Current | 286.49 | No |
| Yin Zhongxing | Male | 38 | Secretary to the Board, joint company secretary | Current | 273.73 | No |
| Li Qian | Male | 41 | Deputy general manager | Resigned | 238.41 | No |
| Total | — | — | — | — | 4,511.91 | — |
Note 1: The Company has no payment of compensation in forms other than cash; Note 2: The total remuneration before tax received from the Company represents the remuneration accrued and distributed by the Company attributable to 2025; Note 3: The final remuneration of executive Directors and senior management personnel is still in the process of being determined; Note 4: The remuneration of the above-mentioned personnel during the Reporting Period is the remuneration received during the period of serving as Director and senior management.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
Appraisal basis for the remuneration actually received by all Directors and senior management at the end of the Reporting Period
The performance appraisal of the Directors of the Company is subject to the Measures on Performance Appraisal and Remuneration Management for Directors and Supervisors; the performance appraisal of the executive Directors is subject to the human resource management policies of the Company and the Measures on Performance Appraisal and Remuneration Management for Operating Management; the performance appraisal of the operating management is carried out in accordance with the human resource management policies of the Company, the Measures on Performance Appraisal and Remuneration Management for Operating Management of the Company and other relevant regulations; and the performance appraisal of the chief compliance officer of the Company is carried out in accordance with the Measures on Performance Appraisal and Remuneration Management for Chief Compliance Officer of the Company.
Completion status of the appraisal of the remuneration actually received by all Directors and senior management at the end of the Reporting Period
The 14th meeting of the eleventh session of the Board of Directors of the Company considered and approved the Resolution on Appraisal of Directors' Duty Performance in 2025 and the Resolution on Appraisal of Operating Management, and the appraisal was completed.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
Deferred payment arrangement for the remuneration actually received by all Directors and senior management at the end of the Reporting Period
The Rules for Governance of Securities Companies requires that “the annual performance-based remuneration of the senior management of securities companies shall be determined by the board of directors according to the annual performance appraisal results of the senior management, more than 40% of which shall be paid in the form of deferred payment, and the period of deferred payment shall not be less than 3 years. The payment of deferred remuneration shall follow the principle of equal division”. The Guidelines for Securities Companies to Establish a Stable Remuneration System requires that “the remuneration payment plan should ensure the company’s capital adequacy and sustainable operation, the deferred payment period should match the risk duration of the relevant business, and the deferred payment speed should not be faster than the equal proportion”. The Board of Directors of the Company formulates and implements the specific plan for deferred payment of annual performance-based remuneration of operating management according to the above requirements and the Measures on Performance Appraisal and Remuneration Management for Operating Management of the Company.
Cessation of payment or recovery of the remuneration actually received by all Directors and senior management at the end of the Reporting Period
During the Reporting Period, there was no cessation of payment or recovery of the remuneration actually received by all Directors and senior management.
Other descriptions
Not applicable
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
V. PERFORMANCE OF DUTIES BY DIRECTORS DURING THE REPORTING PERIOD
1. Attendance of Directors at Board meetings and general meetings of shareholders
Attendance at Board meetings and general meetings of shareholders
| Name of Director | Required attendance at Board Meetings during the Reporting Period | On-site attendance at Board Meeting | Attendance at Board Meeting by telecommunication | Attendance at Board Meeting by proxy | Times of absence from Board Meeting | Two consecutive absences in person from Board Meeting | Attendance at general meeting of shareholders |
|---|---|---|---|---|---|---|---|
| Lin Chuanhui | 6 | 4 | 2 | 0 | 0 | No | 8/8 |
| Li Xialiu | 6 | 1 | 5 | 0 | 0 | No | 8/8 |
| Shang Shushi | 6 | 1 | 5 | 0 | 0 | No | 8/8 |
| Guo Jingyi | 6 | 4 | 2 | 0 | 0 | No | 8/8 |
| Qin Li | 6 | 4 | 2 | 0 | 0 | No | 8/8 |
| Sun Xiaoyan | 6 | 3 | 3 | 0 | 0 | No | 8/8 |
| Xiao Xuesheng | 6 | 4 | 2 | 0 | 0 | No | 8/8 |
| Leung Shek Ling Ofixiu | 6 | 1 | 5 | 0 | 0 | No | 8/8 |
| Li Wenjing | 6 | 1 | 5 | 0 | 0 | No | 8/8 |
| Zhang Chuang | 6 | 1 | 5 | 0 | 0 | No | 8/8 |
| Wang Dushu | 6 | 4 | 2 | 0 | 0 | No | 8/8 |
2. Objections raised by Directors on matters of the Company
During the Reporting Period, no objection was raised by the Directors to the relevant matters of the Company.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
3. Other explanations on the performance of duties by Directors
During the Reporting Period, no suggestions made by the Directors on the Company were rejected. During the Reporting Period, the independent non-executive Directors of the Company held a special meeting to discuss with the Chairman of the Board on “how to achieve high-quality development amidst the changes in the capital market operations and regulatory logic”. The Company integrated the opinions of independent non-executive Directors into its daily operations and development; followed national policy trends and seized strategic opportunities; optimized its business layout and structure to improve operational stability; carried out reforms to enhance its overall operational efficiency; and promoted its digital and intelligent transformation to build future core competitiveness.
4. Implementation of the resolutions of shareholders’ meetings by the Board of Directors
The Board of Directors of the Company has implemented the resolutions of shareholders’ meetings well, and details on the implementation of the resolutions of shareholders’ meetings by the Board of Directors during the Reporting Period are as follows:
(1) The resolution regarding the change of use and cancellation of the repurchased A shares was considered and approved at the 2025 first extraordinary general meeting, the 2025 first class meeting of A Shareholders and the 2025 first class meeting of H Shareholders of the Company held on February 13, 2025, respectively, which agreed to change the use of such repurchased A Shares as follows: the repurchased Shares shall be cancelled and the registered capital shall be reduced accordingly. All 15,242,153 A Shares held in the Company’s designated securities account for repurchase shall be cancelled and the registered capital of the Company shall be reduced accordingly. Such cancellation was completed by the Company on February 25, 2025.
(2) On May 16, 2025, the Company convened the 2024 annual general meeting and passed the Resolution on Engagement of its Auditor for the Year of 2025. According to the resolution, the Company reappointed Ernst & Young as its auditor for the year of 2025.
(3) On May 16, 2025, the Company convened the 2024 annual general meeting and passed the 2024 Profit Distribution Plan of GF Securities (《廣發證券2024年度利潤分配方案》) and the Proposal to the General Meeting to Authorize the Board of Directors to Decide on the Interim Profit Distribution for 2025 (《關於提請股東大會授權董事會決定2025年度中期利潤分配的議案》). The Company completed the profit distribution for 2024 on June 30, 2025 by distributing cash dividend of RMB4.00 (tax inclusive) for every 10 shares based on the share capital of the Company of 7,605,845,511 shares. The Company also completed the interim profit distribution for 2025 on October 22, 2025 by distributing cash dividend of RMB1.00 (tax inclusive) for every 10 shares based on the share capital of the Company of 7,605,845,511 shares.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
(4) On May 16, 2025, the Resolution on Provision of Guarantee for Overseas Loans of GF Financial Markets (UK) Limited by the Company («關於公司為廣發金融交易(英國)有限公司境外貸款提供擔保的議案») was considered and approved at the 2024 annual general meeting. Pursuant to the resolution, the Company applies to domestic commercial banks for the issuance of financing letters of guarantee (or standby letters of credit) amounting to not more than US$140 million in aggregate. The aforementioned financing letters of guarantee (or standby letters of credit) shall be no longer than 4 years, which provide guarantees for the GF Financial Markets (UK) for the application of liquidity loans to overseas commercial banks with a balance up to the corresponding amounts.
(5) On December 23, 2025, the Resolution on the Amendments to the Articles of Association of GF Securities Co., Ltd. and its Appendix was considered and approved at the 2025 third extraordinary general meeting, the 2025 second class meeting of A Shareholders and the 2025 second class meeting of H Shareholders of the Company. The revised Articles of Association and its appendix officially came into effect on the date of the resolution of the general meeting of shareholders. The Company submitted the Filing Report on Amendments to the Articles of Association of GF Securities («關於修訂廣發證券公司章程的備案報告») to Guangdong Bureau of the CSRC in accordance with relevant laws and regulations.
5. Directors' trainings
The Company attaches great importance to continuous training of Directors, to ensure appropriate understanding of the Company's business operations and development by Directors, and their comprehensive understanding of the applicable regulatory laws, decrees and regulations where the Company's shares are listed. During the Reporting Period, in addition to attending trainings organized by the regulatory bodies, the Company's Directors were also proactively involved in seminars and symposiums organized by trade associations and other self-regulatory organizations, to promote the capacity of fulfilling their duties. The Company promptly provides the Directors and senior management with the latest information on, among others, the laws, regulations, guidelines, notices, special material issued by the regulatory authorities and the stock exchanges at the places where the Company's shares are listed for their timely understanding of the latest statutory requirements of the regulatory authorities and the stock exchange of the places where the Company's shares are listed and the development of the securities industry. The Company provides the Newsletter of Directors, which is prepared monthly, as well as special training materials prepared from time to time, for each Director in a timely manner, and assists them in acquiring comprehensive knowledge of the Company's operations and the implementation of resolutions of the general meeting of Shareholders and the Board, thus facilitating the performance of Directors' duties.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
The Directors' major trainings in 2025 are as follows:
| Name | Position | Training content |
|---|---|---|
| Lin Chuanhui | Executive Director, Chairman | On February 5, 2025, attended the High-quality Development Conference of Guangdong Province; |
| On March 28, 2025, participated in a training session held by the Company on the impact of the “1+N” policy system and regulatory logics on the securities industry; | ||
| On April 25, 2025, attended a promotion meeting held by the Industrial and Commercial Bank of China Limited on the “Five Key Tasks of the Banking and Securities Industries to Promote the High-Quality Development of the Capital Market”; | ||
| On June 4, 2025, attended a regulatory work meeting of the institutions within the jurisdiction of the Guangdong Securities Regulatory Bureau; | ||
| On June 14, 2025, participated in a special training session held by the Company on artificial intelligence; | ||
| On July 26, 2025, attended a macroeconomic situation analysis meeting held by the Company; | ||
| On August 4, 2025, attended the Company’s eighth session of “Dialogue with Industry Pioneers” Wisdom Forum on current situation and future prospect of innovative drugs R&D in China; | ||
| On August 20, 2025, attended a research symposium on financial works held by the Standing Committee of the National People’s Congress; | ||
| From October 13 to 17, 2025, attended a seminar held by the Office of the Financial Committee of the Guangdong Provincial Committee of the CPC on Guangdong’s practices in the Chinese style modernization of financial services; | ||
| On December 16, 2025, attended the Guangdong provincial financial work conference. |
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
| Name | Position | Training content |
|---|---|---|
| Qin Li | Executive Director, General Manager | On March 7, 2025, attended the Company’s fifth session of “Dialogue with Industry Pioneers” Wisdom Forum — DeepSeek Breakthrough and Edge AI Foresight; |
On March 17, 2025, attended the Company’s sixth session of “Dialogue with Industry Pioneers” Wisdom Forum — Green Engine: Next-Generation Energy Storage Technology Game Changer;
On March 28, 2025, participated in a training session held by the Company on the impact of the “1+N” policy system and regulatory logics on the securities industry;
On April 16, 2025, attended a special research symposium on refinancing of listed companies organized by the Shenzhen Stock Exchange;
On May 8, 2025, attended a research symposium on the “Five Key Tasks” of finance organized by the Office of the Financial Committee of the Guangdong Provincial Committee of the CPC;
On June 7, 2025, attended the Company’s Peng & Program Young Talent AI Training Camp;
On June 14, 2025, participated in a special training session held by the Company on artificial intelligence;
On July 16, 2025, attended a symposium held by the Guangdong Provincial People’s Government on financial support for mergers and acquisitions by leading enterprises along their industrial chains;
On July 26, 2025, attended a macroeconomic situation analysis meeting held by the Company;
On September 4, 2025, attended a seminar on stablecoins and RWA organized by the Office of the Financial Committee of the Guangdong Provincial Committee of the CPC. |
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
| Name | Position | Training content |
|---|---|---|
| Sun Xiaoyan | Executive Director, Executive Deputy General Manager, Chief Financial Officer | On January 12, 2025, enrolled in the Harvard Business School 2025 Global Executive Leadership Program; |
| On February 25, 2025, attended the “Bund 12” interbank cooperation salon hosted by Shanghai Pudong Development Bank; | ||
| On March 25, 2025, attended a symposium organized by the People’s Bank of China on relevant situation and issues concerning the use of RMB for distribution of dividends by Hong Kong-listed securities companies; | ||
| On March 28, 2025, participated in a training session held by the Company on the impact of the “1+N” policy system and regulatory logics on the securities industry; | ||
| On June 14, 2025, participated in a special training session held by the Company on artificial intelligence; | ||
| On July 26, 2025, attended a macroeconomic situation analysis meeting held by the Company. |
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
| Name | Position | Training content |
|---|---|---|
| Xiao Xuesheng | Executive Director, Deputy General Manager | On January 14, 2025, attended the third 2025 Financial Work Thematic Meeting organized by the General Office of Guangzhou Municipal People’s Government; |
| On February 5, 2025, attended the sub-forum of the High-quality Development Conference of Guangdong Province on “Accelerating the Development of the Finance and Modern Service Industries to Promote High-Quality Industrial Development”; | ||
| On February 6, 2025, attended the High-quality Development Conference of Guangzhou City; | ||
| On February 7, 2025, attended the High-Quality Development Conference of Guangzhou Development Zone and Huangpu District; | ||
| On March 7, 2025, attended the Company’s fifth session of “Dialogue with Industry Pioneers” Wisdom Forum — DeepSeek Breakthrough and Edge AI Foresight; | ||
| On March 17, 2025, attended the Company’s sixth session of “Dialogue with Industry Pioneers” Wisdom Forum — Green Engine: Next-Generation Energy Storage Technology Game Changer; | ||
| On March 28, 2025, participated in a training session held by the Company on the impact of the “1+N” policy system and regulatory logics on the securities industry; | ||
| On April 7, 2025, attended the Company’s seventh session of “Dialogue with Industry Pioneers” Wisdom Forum - “Life Science Technology and Synthetic Biology Industrialization Breakthrough”; | ||
| On June 14, 2025, participated in a special training session held by the Company on artificial intelligence; | ||
| On July 26, 2025, attended a macroeconomic situation analysis meeting held by the Company; | ||
| On August 4, 2025, attended the Company’s eighth session of “Dialogue with Industry Pioneers” Wisdom Forum on current situation and future prospect of innovative drugs R&D in China. |
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
| Name | Position | Training content |
|---|---|---|
| Li Xiulin | Non-executive Director | On January 13, 2025, participated in the online training session of “The Macroeconomic Outlook: Three Forces Driving Recovery” organized by the China Association for Public Companies; |
| On February 27, 2025, participated in the online training session of “From ChatGPT to General Intelligence: New Long March and New Changes” organized by the China Association for Public Companies; | ||
| On March 28, 2025, participated in a training session held by the Company on the impact of the “1+N” policy system and regulatory logics on the securities industry; | ||
| On May 27, 2025, attended a training session for listed companies in Jilin Province organized by the Jilin Provincial Securities Association; | ||
| On June 12, 2025, participated in the online training session on “The Identification and Litigation Response of Securities Misrepresentation” organized by the China Association for Public Companies; | ||
| On July 24, 2025, participated in the online training session on “The Development, Practice and Prospect of Independent Director System of Listed Companies” organized by the China Association for Public Companies; | ||
| On August 21, 2025, participated in the online training session on “ Leading Practices in Business and Finance Integration and Innovation in Large Enterprises” organized by the China Association for Public Companies; | ||
| On September 5, 2025, participated in the online training session on “Enterprise AI: AI Empowerment in Enterprises” organized by the China Association for Public Companies; | ||
| On October 22, 2025, participated in the online training session on “Sustainable Development Report and Investor Relationship Management” organized by the China Association for Public Companies; | ||
| On November 11, 2025, participated in the online training session on “Criminal Legal Risks and Responses of Listed Companies in the Securities Field” organized by the China Association for Public Companies; | ||
| On December 19, 2025, participated in the online training session on “How to Be a Qualified Director and Senior Executive of a Listed Company” organized by the China Association for Public Companies. |
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
| Name | Position | Training content |
|---|---|---|
| Shang Shuzhi | Non-executive Director | On February 14, 2025, participated in the 2025 Compliance and Duty Performance Training Session for Directors, Supervisors, and Senior Management of Listed Companies organized by the Shanghai Stock Exchange; |
On March 28, 2025, participated in a training session held by the Company on the impact of the "1+N" policy system and regulatory logics on the securities industry;
On October 23, 2025, participated in the 2025 Special Training Session for Directors and Senior Management of Listed Companies in Dalian organized by the Dalian Association of Public Companies. |
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
| Name | Position | Training content |
|---|---|---|
| Guo Jingyi | Non-executive Director | From February 26 to 27, 2025, attended the Company’s 2025 AI+ Industry Forum and Spring Closed-Door Exchange Meeting with Listed Companies; |
| On March 7, 2025, attended the Company’s “Deepseek Breakthrough and Edge AI Foresight Industry Forum” and the fifth session of “Dialogue with Industry Pioneers Wisdom Forum”; | ||
| On March 17, 2025, attended the Company’s “Green Engine: Next-Generation Energy Storage Technology Game Changer Forum” and the sixth session of “Dialogue with Industry Pioneers Wisdom Forum”; | ||
| On March 24, 2025, participated in a training session on capital operation for state-owned enterprises in Zhongshan City; | ||
| On March 28, 2025, participated in a training session held by the Company on the impact of the “1+N” policy system and regulatory logics on the securities industry; | ||
| On April 9, 2025, attended the Company’s “Life Science Technology Innovation and Synthetic Biology Industrialization Breakthrough Forum” and the seventh session of “Dialogue with Industry Pioneers Wisdom Forum”; | ||
| From May 21 to 23, 2025, attended the Company’s 2025 “Dialogue with Leaders” closed-door exchange meeting with outstanding listed companies; | ||
| On August 4, 2025, attended the Company’s “Forum on Current Situation and Future Prospect of Innovative Drugs R&D in China” and the eighth session of “Dialogue with Industry Pioneers Wisdom Forum”; | ||
| From August 27 to 29, 2025, attended the Company’s 2025 Autumn Capital Forum and Closed-Door Exchange Meeting with Listed Companies; | ||
| On September 14, 2025, participated in a provincial-wide training demonstration class for party organization secretaries of state-owned enterprise organizations; | ||
| On September 18, 2025, participated in a special training session on cultivating and developing new productive forces and promoting the high-quality development of state-owned enterprises in Zhongshan City; | ||
| On October 23, 2025, attended the Master Insight Anniversary Forum; | ||
| On December 30, 2025, participated in a training session on the accountability system for illegal operations and investments of state-owned enterprises. |
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
| Name | Position | Training content |
|---|---|---|
| Leung Shek Ling | ||
| Olivia | Independent Non-executive Director | On January 16, 2025, attended the forensic accounting workshop organized by the Independent Commission Against Corruption (ICAC) of the Hong Kong Special Administrative Region; |
On March 15, 2025, attended the workshop of “Ethics Legacy — Ethical and Governance Roles of Directors and Senior Management of Publicly Listed Companies” organized by the Independent Commission Against Corruption (ICAC) of the Hong Kong Special Administrative Region;
On March 28, 2025, participated in a training session held by the Company on the impact of the “1+N” policy system and regulatory logics on the securities industry;
In October 2025, wrote and published JPEX Scandal: Investors’ oversight of red flags?, proposing methods for preventing frauds through corporate governance and honest management by directors and senior management. |
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
| Name | Position | Training content |
|---|---|---|
| Li Wenjing | Independent Non-executive Director | On March 28, 2025, participated in a training session held by the Company on the impact of the “1+N” policy system and regulatory logics on the securities industry; |
On June 20, 2025, participated in a special online course on the interpretation of the spirit of the “Two Sessions”;
From July 9 to 10, 2025, participated in the fifth training session on capacity building for independent directors of listed companies organized by the China Association for Public Companies;
From September 12 to October 31, 2025, participated in the online training course for graduate supervisors organized by Jinan University;
On October 15, 2025, participated in the “2025 Online Training Course of National Confidentiality Education” organized by Jinan University;
From October 15 to 23, 2025, participated in the study session of “Strengthening Political Training and Improving Political Capability” organized by Jinan University;
From December 1 to 25, 2025, participated in the 2025 legal studies examination for division-level cadres organized by Jinan University. |
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
| Name | Position | Training content |
|---|---|---|
| Zhang Chuang | Independent Non-executive Director | On March 28, 2025, participated in a training session held by the Company on the impact of the “1+N” policy system and regulatory logics on the securities industry; |
On June 15, 2025, attended the seminar on legal education in science and engineering universities hosted by Wuhan University of Technology;
From September 25 to 26, 2025, participated in the 145th follow-up training program for independent directors of listed companies hosted by the Shenzhen Stock Exchange and organized by the Anhui Association for Public Companies;
On October 17, 2025, attended the 5th Copyright Collective Management Forum hosted by the China Audio-Video Copyright Association;
On October 18, 2025, attended the 29th National Conference of Deans of Law Schools of Higher Education Institutions and Seminar on the Innovative Development of Legal Education and Legal Research in the Digital and Intelligent Age hosted by Fujian Normal University. | | Wang Dashu | Independent Non-executive Director | From March 8 to 10, 2025, participated in the fourth training session on capacity building for independent directors of listed companies organized by the China Association for Public Companies;
On March 28, 2025, participated in a training session held by the Company on the impact of the “1+N” policy system and regulatory logics on the securities industry. |
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
VI. THE SPECIAL COMMITTEES UNDER THE BOARD DURING THE REPORTING PERIOD
The Board consists of several special committees, namely the Strategy Committee, the Nomination Committee, the Remuneration and Appraisal Committee, the Audit Committee and the Risk Management Committee. The clear division of power and responsibility of the Committees guarantees effective operation and makes the decision division of the Board more refined. The special committees play an effective role in the Company’s major decisions.
Currently, the composition of all special committees under the Board is as follows:
| Name of Committee | Members |
|---|---|
| Strategy Committee | Lin Chuanhui (Chairman), Li Xiulin, Shang Shuzhi, Guo Jingyi and Qin Li |
| Nomination Committee | Zhang Chuang (Chairman), Li Wenjing, Wang Dashu, Lin Chuanhui and Sun Xiaoyan |
| Remuneration and Appraisal Committee | Wang Dashu (Chairman), Leung Shek Ling Olivia, Li Wenjing, Sun Xiaoyan and Xiao Xuesheng |
| Audit Committee | Li Wenjing (Chairman), Leung Shek Ling Olivia and Zhang Chuang |
| Risk Management Committee | Lin Chuanhui (Chairman), Zhang Chuang, Wang Dashu, Qin Li and Sun Xiaoyan |
During the Reporting Period, details of meetings convened by the special committees are as follows:
1. The Strategy Committee
The Strategy Committee is mainly responsible for formulating the mid to long-term strategic goals and development plans of the Company, reviewing the mid to long-term strategic goals and development plans of each business and management segment of the Company, supervising and guiding the implementation of the Company’s strategies; reviewing the Company’s business policies and investment plans; and reviewing the Company’s major strategic investments. The duties that the Strategy Committee shall perform are set forth in the Rules of Procedure for the Strategy Committee of the Board published on the websites of the SZSE, Hong Kong Stock Exchange and the Company.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
In 2025, the major achievements of the Strategy Committee included: the Strategy Committee of the Board reviewed the Company’s financial budget reports to obtain a comprehensive understanding of the Company’s financial conditions and the implementation of the relevant strategies; reviewed the Company’s annual ESG report to advise the Board on ESG governance-related decision-making matters; and reviewed the relevant information in relation to the Company’s business operations, including the Company’s regular reports, financial reports, the materials of shareholders’ meetings, the board meetings and other relevant meetings, to obtain information on the Company’s business operations and the progress of the implementation of strategic planning, effectively fulfilling the responsibilities of the Strategy Committee of the Board. During the Reporting Period, the Strategy Committee raised no objections on the relevant matters.
(1) During the Reporting Period, the Strategy Committee held one meeting:
| Session of meeting | Convening date | Content of meeting | Status of resolutions |
|---|---|---|---|
| 2025 First Meeting of the Strategy Committee of the Eleventh Session of the Board of Directors | March 27, 2025 | The meeting considered the Resolution on the Work Report of the Strategy Committee of the Board of Directors of GF Securities for the Year of 2024 and the Resolution on the 2024 Corporate Sustainability and Environmental, Social and Governance (ESG) Report of GF Securities. | The resolutions were passed |
(2) During the Reporting Period, the details of attendance of the Strategy Committee members are as follows:
| Name of member | Position | Attendance/number of meetings |
|---|---|---|
| Lin Chuanhui | Executive Director and Chairman of the Strategy Committee of the Eleventh Session of the Board of Directors | 1/1 |
| Li Xiulin | Non-executive Director | 1/1 |
| Shang Shuzhi | Non-executive Director | 1/1 |
| Guo Jingyi | Non-executive Director | 1/1 |
| Qin Li | Executive Director | 1/1 |
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
2. The Nomination Committee
The Nomination Committee of the Board is mainly responsible for reviewing the structure, size and composition of the Board and making recommendations or providing advice to the Board, improving the system for the selection, qualification review, nomination and appointment of the Company’s Directors and senior management and monitoring its implementation, and the assessment of the independence of independent directors, among others. The duties that the Nomination Committee shall perform are set forth in the Rules of Procedure for the Nomination Committee of the Board published by the Company on the websites of the SZSE, Hong Kong Stock Exchange and the Company.
The list of director candidates shall be submitted to the Company’s general meeting of shareholders for voting in the form of a proposal. Shareholder(s) severally or jointly holding 1% or above shares of the Company may submit written provisional proposals to the convener 10 days before a general meeting is convened. When the Company’s general meeting elects two or more independent directors, a cumulative voting system shall be implemented. By acting as the adviser of the Board as to the director nomination, the Nomination Committee reviews and makes recommendations on candidates for directors and advises the Board on such persons as directors, and the Board will make a decision on proposing to the general meeting for election or not. The Nomination Committee and the Board shall consider major factors including the operating activities, asset scale and future development needs of the Company, as well as the gender, age, cultural and educational background and professional experience of the relevant candidates.
In 2025, the Nomination Committee actively performed its duties, and fully assessed the composition and diversity of the Board and the structure of the Board. The diversity policy on the Board’s composition of the Company includes: in designing the Board’s composition, Board diversity will be considered from a number of aspects, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service. All Board appointments will be based on meritocracy, and candidates will be considered against objective criteria, having due regard for the benefits of diversity on the Board. The final decision will be made on the merits of the candidates and the contribution that could be brought to the Board. The Board reviews the implementation and the effectiveness of the diversity policy of the Board of the Company on an annual basis. During the Reporting Period, the Board considered that the diversity policy on the Board was effectively implemented with (1) at least one Director being female; (2) at least one-third of the Board members being independent non-executive Directors; (3) at least one Director having accounting or other professional qualifications; (4) at least one Director being under the age of 50; and (5) the Nomination Committee having one director of a different gender. As of the date of this report, there are two female Directors on the Board, one of whom is a member of the Nomination Committee. The Company considered the Board achieved the goal of diversity in terms of gender. The Nomination Committee concluded that each Director has devoted sufficient time and energy to the Company and performed his/her duties effectively during the Reporting Period. During the Reporting Period, the Nomination Committee raised no objections on the relevant matters.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
As of the date of this report, the diversity of the Board is demonstrated as follows:
| Item | Category | Number | Percentage of the Board members |
|---|---|---|---|
| Gender | Male | 9 | 82% |
| Female | 2 | 18% | |
| Age | 40 to 50 | 3 | 27% |
| 51 to 60 | 4 | 36% | |
| Over 61 | 4 | 36% | |
| Title | Executive director | 4 | 36% |
| Non-executive director | 3 | 27% | |
| Independent non-executive director | 4 | 36% | |
| Term of office as a member of the Board | 5 years or less (5 years inclusive) | 4 | 36% |
| 5 to 10 years (5 years exclusive, but 10 years inclusive) | 3 | 27% | |
| Over 10 years (10 years exclusive) | 4 | 36% | |
| Years in securities and financial industry | 20 years or less (20 years inclusive) | 4 | 36% |
| 20 to 30 years (20 years exclusive, but 30 years inclusive) | 3 | 27% | |
| Over 30 years (30 years exclusive) | 4 | 36% | |
| Profession or expertise in economics/finance/financial accounting | N/A | 10 | 91% |
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
(1) During the Reporting Period, the Nomination Committee held one meeting:
| Session of meeting | Convening date | Content of meeting | Status of resolutions |
|---|---|---|---|
| 2025 First Meeting of the Nomination Committee of the Eleventh Session of the Board of Directors | March 27, 2025 | The meeting considered the Resolution on the Work Report of the Nomination Committee of the Board of Directors of GF Securities for the Year of 2024 | The resolution was passed |
(2) During the Reporting Period, the details of attendance of the Nomination Committee members are as follows:
| Name of member | Position | Attendance/number of meetings |
|---|---|---|
| Zhang Chuang | Independent Non-executive Director and Chairman of Nomination Committee of the 11th Session of the Board of Directors | 1/1 |
| Li Wenjing | Independent Non-executive Director | 1/1 |
| Wang Dashu | Independent Non-executive Director | 1/1 |
| Lin Chuanhui | Executive Director | 1/1 |
| Sun Xiaoyan | Executive Director | 1/1 |
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
3. The Remuneration and Appraisal Committee
The Remuneration and Appraisal Committee of the Board is mainly responsible for evaluating the performance of the Company's Directors and senior management members and formulating and reviewing their remuneration policies and plans, improving the Company's performance evaluation system, and improving the soundness of the Company's overall remuneration system and monitoring its implementation; making recommendations to the Board on the remuneration of non-executive Directors; reviewing the remuneration packages of the executive Directors and senior management in accordance with the Company's assessment scheme and making recommendations to the Board. The duties that the Remuneration and Appraisal Committee shall perform are set forth in the Rules of Procedure for the Remuneration and Appraisal Committee of the Board published by the Company on the websites of the SZSE, Hong Kong Stock Exchange and the Company.
In 2025, the major achievements of the Remuneration and Appraisal Committee included: reviewing the performance of Directors and senior management, and making their annual assessment; making special description on the assessment of Directors and senior management and the principles of assessment and remuneration management as well as the assessment procedures. During the Reporting Period, the Remuneration and Appraisal Committee raised no objections on the relevant matters.
(1) During the Reporting Period, the Remuneration and Appraisal Committee convened one meeting:
| Session of meeting | Convening date | Content of meeting | Status of resolutions |
|---|---|---|---|
| 2025 First Meeting of the Remuneration and Appraisal Committee of the Eleventh Session of the Board of Directors | March 27, 2025 | The meeting considered the Resolution on the Work Report of the Remuneration and Appraisal Committee of the Board of Directors of GF Securities for the Year of 2024, the Resolution of Performance Assessment on Directors for the Year of 2024, the Resolution on the Special Description of Performance Assessment and Remuneration of GF Securities Directors for the Year of 2024 and the Resolution on the Special Description of Duty Performance, Performance Assessment and Remuneration of GF Securities Operating Management for the Year of 2024 | The resolutions were passed |
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
(2) During the Reporting Period, the details of attendance of the Remuneration and Appraisal Committee members are as follows:
| Name of member | Position | Attendance/number of meetings |
|---|---|---|
| Wang Dashu | Independent Non-executive Director and Chairman of Remuneration and Appraisal Committee of the Eleventh Session of the Board of Directors | 1/1 |
| Leung Shek Ling Olivia | Independent Non-executive Director | 1/1 |
| Li Wenjing | Independent Non-executive Director | 1/1 |
| Sun Xiaoyan | Executive Director | 1/1 |
| Xiao Xuesheng | Executive Director | 1/1 |
4. The Audit Committee
The Audit Committee is mainly responsible for reviewing the Company's financial information and disclosure thereof, overseeing and assessing the Company's internal control and effectiveness of its implementation, coordinating, overseeing and inspecting the internal and external audits of the Company, and exercising the powers and duties of the Supervisory Committee as stipulated in the Company Law. The duties of the Audit Committee are set forth in the Rules of Procedure for the Audit Committee of the Board published by the Company on the websites of the SZSE, Hong Kong Stock Exchange and the Company.
On December 23, 2025, the Company held its 2025 third extraordinary general meeting, 2025 second class meeting of A Shareholders and 2025 second class meeting of H Shareholders, at which the resolution regarding the amendments to the Articles of Association and its appendices was considered and approved. As such, the Articles of Association and its appendices, namely the Rules of Procedure for Shareholders' General Meetings and the Rules and Procedure for the Board of Directors, were amended, and its appendix, namely the Rules of Procedure for the Supervisory Committee, was repealed, and the powers and duties of the Supervisory Committee as stipulated in the Company Law shall be exercised by the Audit Committee of the Board of Directors.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
During the Reporting Period, the Audit Committee and its members fulfilled their responsibilities and worked diligently in accordance with the relevant legal and regulatory requirements, gave full play to the audit and supervisory role, and played an important role in further improving corporate governance and enhancing the audit quality. The Audit Committee plays a full role in the work on the annual report and financial statements in accordance with the Measures for the Administration of Independent Directors of Listed Companies, the Company’s Annual Report Working Rules of the Audit Committee of the Board of Directors, and actively performs responsibilities of preparing and reviewing the disclosures in annual reports and financial statements to improve the quality and transparency of the disclosure in the annual reports and financial statements.
During the Reporting Period, through reviewing the Company’s periodic financial statements, annual audit work report and the proposal of related party/connected transactions, the Audit Committee obtained a full picture of the Company’s financial status, supervised the progress of audit work and the implementation of connected/ related transactions, and reviewed the effectiveness of the Company’s internal control. The Audit Committee eventually concluded that the Company’s financial system operated solidly, the financial status was satisfactory, and the internal control system was sound and its implementation was effective.
In 2025, the major achievements of the Audit Committee included: supervising the annual audits, reviewing the Company’s periodic financial statements; reviewing the Company’s internal audit report and annual working plan; reviewing the Company’s special audit report on anti-money laundering; making recommendations to the Board on the appointment, reappointment or change of external auditors, approving the compensation and terms of engagement for external auditors; examining and supervising related party/connected transactions and assessing the appropriateness of related party/connected transactions; monitoring and assessing the independence and objectivity of external auditors of the Company and the effectiveness of the auditing procedures; reviewing the effectiveness of the internal control system and the adequacy of accounting and financial reporting functions; being responsible for the communications between internal auditors and external auditors.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
(1) During the Reporting Period, the Audit Committee convened four meetings:
| Session of meeting | Convening date | Content of meeting | Status of resolutions |
|---|---|---|---|
| 2025 First Meeting of the Audit Committee of the Eleventh Session of the Board of Directors | March 27, 2025 | The meeting considered the Resolution on the Work Report of the Audit Committee of the Board of Directors of GF Securities for the Year of 2024, the Resolution on the 2024 Annual Report of GF Securities, the Resolution on the Assessment Report and Report on the Performance of Supervision Duties of the Audit Committee of the Board on the Performance of the Accounting Firm for the Year of 2024, the Resolution Regarding Engaging Auditors in 2025, the Resolution on Expected Daily Related Party/Connected Transactions of the Company for the Year of 2025, the Resolution on the Internal Control and Evaluation Report of GF Securities for the Year of 2024, the Resolution on the Audit Work Report of GF Securities for the Year of 2024, the Resolution on the Specific Audit Report on Major Issues of GF Securities for the Year of 2024, the Resolution on the Special Audit Report on Anti-money Laundering of GF Securities for the year of 2024 and the Resolution on the Specific Audit Report on Related Party Transactions of GF Securities for the Year of 2024. | The resolutions were passed |
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
| Session of meeting | Convening date | Content of meeting | Status of resolutions |
|---|---|---|---|
| 2025 Second Meeting of the Audit Committee of the Eleventh Session of the Board of Directors | April 29, 2025 | The meeting considered the Resolution on the 2025 First Quarterly Report of GF Securities and the Resolution on the 2025 First Quarterly Audit Work Report of GF Securities. | The resolutions were passed |
| 2025 Third Meeting of the Audit Committee of the Eleventh Session of the Board of Directors | August 29, 2025 | The meeting considered the Resolution on the 2025 Interim Report of GF Securities, the Resolution on the Interim Audit Work Report of GF Securities of 2025 and the Resolution on the Interim Special Audit Work Report on Major Issues of GF Securities of 2025. | The resolutions were passed |
| 2025 Fourth Meeting of the Audit Committee of the Eleventh Session of the Board of Directors | October 30, 2025 | The meeting considered the Resolution on the 2025 Third Quarterly Report of GF Securities and the Resolution on the 2025 Third Quarterly Audit Work Report of GF Securities. | The resolutions were passed |
(2) During the Reporting Period, members of the Audit Committee worked diligently and had sufficient time to carry out their duties and were able to attend the Audit Committee meetings. Prior to the meetings, they carefully reviewed the relevant documents and during the meetings, they actively expressed their opinions and performed their duties. The details of attendance of the Audit Committee members are as follows:
| Name of member | Position | Attendance/number of meetings |
|---|---|---|
| Li Wenjing | Independent Non-executive Director and Chairman of Audit Committee of the Eleventh Session of the Board of Directors | 4/4 |
| Leung Shek Ling Olivia | Independent Non-executive Director | 4/4 |
| Zhang Chuang | Independent Non-executive Director | 4/4 |
No risk was identified in the Company during the performance of supervisory activities of the Audit Committee.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
(3) Overview of the Company’s audit
The Company’s 2025 annual audit was done by Ernst & Young who mainly divided it into two phases, namely preliminary phase and year-end phase. For the preliminary phase, Ernst & Young fully carried out audit of internal control over financial reporting according to the relevant requirements, and tested the internal control at company level and process level (including business processes of headquarters, subsidiaries and branches) to evaluate the effectiveness of the internal control design and whether the controls were consistently and effectively implemented during 2025. Ernst & Young also comprehended and analyzed and performed pre-testing on major matters and major items during the audit of financial statements; tested major information systems used by the Company and communicated on preliminary audit. For the year-end audit phase, Ernst & Young followed up on the work of the preliminary phase and performed detailed auditing procedures for all major items and communicated in a timely manner with the management team and governance team on year-end audit.
To prepare for the 2025 annual audit and issue relevant audit reports on a timely basis, the Audit Committee held a communication meeting on the audit plan with Ernst & Young on December 24, 2025, communicated with Ernst & Young on matters such as audit plans, audit processes and key audit issues, and made suggestions on matters of concern. In addition, the Audit Committee also arranged the Company’s relevant departments to supervise and follow up the matters of concern of the Audit Committee, and conducted detailed communication with Ernst & Young on matters such as preliminary and year-end audits as well as major accounting and audit issues.
On March 23, 2026, the Audit Committee heard the reporting of Ernst & Young on the 2025 annual audit.
The Audit Committee assessed the independence and objectivity of Ernst & Young and the effectiveness of the auditing procedure to ensure that the audit reports Ernst & Young issued can provide objective and truthful opinions. Before auditing the 2025 annual financial statements of the Company, the Audit Committee received a written confirmation from Ernst & Young in terms of the independence of Ernst & Young as an auditor. Ernst & Young has taken necessary protective measures in accordance with the relevant requirements of professional ethics in order to prevent possible threats to independence.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
The Audit Committee considered that Ernst & Young has, in accordance with the relevant requirements of the Standards on Auditing for Certified Public Accountants, implemented appropriate audit procedures, obtained sufficient, appropriate and effective audit evidence for issuing audit opinions, and adhered to independent auditing standards, ensuring smooth progression of the Company’s annual audit.
On March 29, 2026, the Audit Committee reviewed the Assessment Report of GF Securities on Internal Control for the Year of 2025, and concluded that the internal control system was sound and its implementation was effective. For the assessment of the Company’s internal control by the Company’s Board of Directors and related information, please refer to items XI, XIII, XVII and XVIII in this section.
5. The Risk Management Committee
The Risk Management Committee is mainly responsible for the assessment of the Company’s overall risk status, monitoring the overall risk management of the Company, to ensure that all kinds of risks associated with its operational activities are controlled within a reasonable range. The duties of the Risk Management Committee are set forth in the Rules of Procedure for the Risk Management Committee of the Board published by the Company on the websites of the SZSE, Hong Kong Stock Exchange and the Company.
In 2025, the major achievements of the Risk Management Committee included: reviewing the interim and the annual risk management reports, annual audit work report, compliance reports and anti-money laundering report of the Company; reviewing the Company’s regular internal control assessment report; reviewing and determining the scale and risk limits for the Company’s principal business segments. During the Reporting Period, the Risk Management Committee did not present any opposition to relevant proposals of the Company.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
(1) During the Reporting Period, the Risk Management Committee convened two meetings:
| Session of meeting | Convening date | Content of meeting | Status of resolutions |
|---|---|---|---|
| 2025 First Meeting of the Risk Management Committee of the Eleventh Session of the Board | March 27, 2025 | The meeting considered the resolution on the Work Report of the Risk Management Committee of the Board of Directors of GF Securities for the Year of 2024, the resolution on the GF Securities Report of Risk Management for the Year of 2024, the resolution on the GF Securities Report of Compliance for the Year of 2024, the resolution on the Annual Overall Review Report on the Effectiveness of the Corporate Compliance Management of GF Securities for the Year of 2024, the resolution on the Internal Control and Evaluation Report of GF Securities for the Year of 2024, the resolution on the Audit Work Report of GF Securities for the Year of 2024, the resolution on the Anti-money Laundering Report of GF Securities for the Year of 2024 and the resolution on the Authorization of Proprietary Investment Quota for 2025. | The resolutions were passed |
| 2025 Second Meeting of the Risk Management Committee of the Eleventh Session of the Board | August 29, 2025 | The meeting considered the resolution on the GF Securities Interim Report of Risk Management for the Year of 2025. | The resolution was passed |
(2) During the Reporting Period, the attendance of members of the Risk Management Committee is as follows:
| Name of member | Position | Attendance/number of meetings |
|---|---|---|
| Lin Chuanhui | Executive Director and chairman of the Risk Management Committee of the Eleventh Session of the Board | 2/2 |
| Zhang Chuang | Independent Non-executive Director | 2/2 |
| Wang Dashu | Independent Non-executive Director | 2/2 |
| Qin Li | Executive Director | 2/2 |
| Sun Xiaoyan | Executive Director | 2/2 |
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
VII. INFORMATION OF THE STAFF OF THE COMPANY
1. Number of staff, professional structure and education level
The Company implements employment in strict compliance with the external laws and regulations such as the Labor Law, the Labor Contract Law, the Employment Promotion Law and the Prohibition of Child Labor Provisions, and actively provides various employment positions for the society. The recruitment process is fair, impartial and non-discriminatory. The Company employs candidates of different genders and nationalities on an equal basis. The Company adheres to the diversified employment policy, actively fulfills its corporate social responsibilities, and arranges employment opportunities for the disabled. The Company does not use child labor or forced labor. In respect of gender equality, the Company is committed to maintaining the proportion of female employees to achieve a balance. In respect of talent pool, the Company provides comprehensive training for male and female employees who possess the experience, skills and knowledge required for operation and business, including but not limited to operation, management, accounting, finance, compliance and other aspects.
| Number of current staff of the parent company as of the End of the Reporting Period | 11,309 |
|---|---|
| Number of current staff of the major subsidiaries as of the End of the Reporting Period | 2,331 |
| Total number of current staff as of the End of the Reporting Period | 13,640 |
| Total number of paid employees for the current period | 13,640 |
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
Professional structure
| Professions | Number of Professionals | Percentage |
|---|---|---|
| Primary business | 10,139 | 74.33% |
| Compliance/risk control/audit/internal control | 659 | 4.83% |
| Information technology | 963 | 7.06% |
| Others | 1,879 | 13.78% |
| Total | 13,640 | 100.00% |
Education level
| Education level | Number of Employees | Percentage |
|---|---|---|
| Doctoral degree | 154 | 1.13% |
| Master's degree | 4,875 | 35.74% |
| Bachelor's degree | 7,963 | 58.38% |
| Associate degree and below | 648 | 4.75% |
Total 13,640 100.00%
Age
| Age range | Number of Employees | Percentage |
|---|---|---|
| 30 and below | 2,733 | 20.04% |
| 31 to 40 | 6,627 | 48.59% |
| 41 to 50 | 2,992 | 21.94% |
| 51 and above | 1,288 | 9.44% |
Total 13,640 100.00%
Gender
| Gender classification | Number of Employees | Percentage |
|---|---|---|
| Female | 6,368 | 46.69% |
| Male | 7,272 | 53.31% |
Total 13,640 100.00%
Note 1: The above number of employees includes labor dispatch, brokers and employees for early retirement;
Note 2: In the above classification, the number of employees includes the management of the Company;
Note 3: There were no resigned and retired employees for whom the Company is required to pay additional cost.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
2. Remuneration policies for employees
The Company has stringently abided by the Labor Law, the Labor Contract Law and other external laws and regulations, and established sound human resource management systems and processes, including the Administrative Measures on the Labor Contract for Employees, the Administrative Measures on the Remuneration of Employees, the Administrative Measures on the Benefits Leave for Employee and the Administrative Measures on the Welfare of Employees of the Company which effectively protected the rights and interests for employees in labor protection, working conditions, salary payment, social insurance, working hours management, rest and vacation and the interests of female employees.
The Company has continuously established a sound remuneration and restraint mechanism to promote the stable operation and high-quality development of the Company in accordance with the principle goals of “implementing sound business philosophy, ensuring compliance with the bottom-line requirements, promoting the formation of positive incentives and enhancing the Company’s long-term value” in the Guidelines for Securities Companies to Establish a Stable Remuneration System (《證券公司建立穩健薪酬制度指引》) issued by the Securities Association of China. The remuneration of employees is linked to the operation results, effective functioning and compliance risk of the Company, ensuring the long-term sustainable development of the Company and its business.
The remuneration of the Company’s employees primarily comprises fixed salary, performance bonus and benefits. Fixed salary is a relatively stable remuneration that employees obtain when they meet the requirements of their job responsibilities and work normally, reflecting the basic guarantee and safety. Performance bonus is a variable salary set to motivate and retain employees, and employees’ compliance in practice, integrity, and professional ethics are taken into account in performance appraisal and bonus distribution. Benefits include payment of various statutory insurance, housing provident funds and enterprise annuity for employees in accordance with external laws and regulations and internal policies, as well as employee benefits, labor protection fees and union benefits, which are inclusive.
3. Training plans
The Company attaches great importance to employee training. Taking the training center as a carrier and through the work paradigm of “empowerment by layers and categories, efficient learning and operation, and driven by advanced technology”, the Company has promoted the construction of a high-caliber talent team through learning projects that stick to its strategic orientation and the need for enhancing employees’ capabilities, continuously empowering the organization and employees.
In 2025, focusing on the “digital and intelligent” orientation, the Company comprehensively carried out AI-themed empowerment to guide all employees to embrace the technological revolution and promote the implementation of innovative applications; focusing on the “specialization” orientation, the Company strived to enhance the core professional capabilities of key teams in transaction, industry and cross-border areas; focusing on the “integration” orientation, the Company established a layered customer empowerment system to help build a solid customer base. The Company continued to carry out hierarchical and targeted leadership training, and continuously promoted the construction of various professional qualification certification systems, so as to consolidate the basic professional ability of the team.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
The Company deeply applied artificial intelligence technologies to achieve intelligent upgrade of our Aixue platform developed in-house, innovatively launched the “AI sparring” function to empower employees to improve their business skills through scenario-based practical training, and focused on the development of “Aiwen” and other intelligent companion learning tools to achieve dual improvement of learning efficiency and learning experience.
In 2025, the Company held a total of 3,313 training activities, the average online learning hours per capita were 100, and the total learning hours per capita were 121. Employees obtained various internal professional qualification certifications through learning with more than 10,000 person-times added throughout the year.
4. Labor Outsourcing
Currently, individual departments of our corporate headquarters outsource non-core and supporting work to the labor outsourcing agents. The Company signs service agreements with them and regulates their service quality according to the requirements of laws and regulations including the Civil Code.
VIII. INFORMATION ABOUT CUSTOMER SOLICITATION AND CUSTOMER SERVICE OF ENTRUSTED BROKERS
As of December 31, 2025, the Company had 173 securities brokerage branches which had entrusted brokers to engage in businesses including client solicitation. There were 442 brokers in total. During the Reporting Period, the Company implemented a three-tiered management system of “wealth management and brokerage headquarters — branch offices — securities brokerage branch” for the securities broker team. The operation management department, as the headquarters’ functional department under the wealth management and brokerage headquarters, is responsible for establishing and improving the system for managing our securities brokers, and conducting overall coordination and standardization of compliance management, personnel management, employment management and training management of brokers through system and platform construction. The branch companies promote and supervise the business development and compliance business conduct of the securities broker team within their respective jurisdictions. The securities brokerage branches are responsible for the specific implementation of recruitment, training, practice registration, business development, compliance management and other daily management activities.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
IX. PROFIT DISTRIBUTION AND CONVERSION OF CAPITAL RESERVES INTO SHARE CAPITAL OF THE COMPANY
(I) Profit Distribution Policy, in Particular, Formulation, Implementation or Adjustment of Cash Dividend Policy During the Reporting Period
The Company consistently pays attention to returns on investment to investors, the profit distribution policy is clearly stated in the Articles of Association and the Dividend Distribution Management Policies. The formulation and adjustment of the policies were compliant and transparent and have complied with the requirements of the Articles of Association and the procedure for consideration. There are clear standards and proportion of profit distribution under the Profit Distribution Policy of the Company. In the absence of the occurrence of, inter alia, any significant investment plans or significant cash expenditure, the cumulative amount of profit distributed in cash by the Company in any three consecutive years shall not be less than 30% of the average annual distributable profit realized in those three years. The Board of Directors of the Company may propose an interim cash dividend according to the operating conditions of the Company, fully protecting the legitimate interests of investors.
In strict accordance with the requirement of the Articles of Association and the Dividend Distribution Management Policies, the Company formulated dividend plans scientifically for the benefit of shareholders by considering comprehensively factors such as the interests of investors and the development of the Company. During the Reporting Period, the Company strictly executed the profit distribution policy without formulating any new profit distribution policies nor adjusting the existing profit distribution policy of the Company.
Specific Particulars of Cash Dividend Policy
| Whether the policy complied with the provisions of the Articles of Association or the requirements of the resolutions of the Shareholders’ General Meeting: | Yes |
|---|---|
| Whether the standard and proportion of dividend distribution were definite and clear: | Yes |
| Whether the relevant decision-making procedure and mechanism were well established: | Yes |
| Whether the independent directors performed their duties and responsibilities and played their roles properly: | Yes |
| If the Company did not distribute cash dividends, it shall disclose the specific reasons and the next steps to be taken to enhance the level of investors’ returns: | N/A |
| Whether minority shareholders had sufficient opportunity to express their opinions and requests, whether their legitimate interests were sufficiently protected: | Yes |
| If the cash dividend policy underwent any adjustments or changes, whether the conditions and procedures were compliant and transparent: | N/A |
(II) Reasons that the Company Makes Profit and the Profit Available for Distribution to the Shareholders of the Parent Company is Positive, but No Proposal on Cash Dividends Distribution is Made During the Reporting Period
N/A
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
(III) Profit Distribution Proposal or Conversion of Capital Reserves into Share Capital Proposal Considered by the Board During the Reporting Period
- The 2025 Interim Profit Distribution Plan
At the Company's 2024 Annual General Meeting of Shareholders, the Proposal to the General Meeting to Authorize the Board of Directors to Decide on the Interim Profit Distribution for 2025 was considered and approved, authorizing the Board of Directors to formulate the 2025 interim profit distribution plan. Pursuant to the resolution of the 2025 Interim Profit Distribution Plan of GF Securities considered and approved at the 9th meeting of the 11th session of the Board of Directors of the Company, it was proposed that cash dividends of RMB1.0 per 10 shares (inclusive of tax) shall be distributed to all shareholders based on the number of shares of the Company as at the record date for entitlement to dividend distribution. The profit distribution was completed by the Company on October 22, 2025 and the total payment of cash dividends was RMB760,584,551.10.
- The 2025 Proposed Profit Distribution Plan
| Number of bonus share per 10 shares (share(s)) | 0 |
|---|---|
| Dividend distribution per 10 shares (RMB) (tax inclusive) | 5.00 |
| Scrip shares per 10 shares (share(s)) | 0 |
| Share base of the distribution proposal (share(s)) | 7,824,845,511 |
| Amount of cash dividend (RMB) (tax inclusive) | 3,912,422,755.50 |
| Amount of cash dividends distributed through other means | |
| (such as repurchase of shares) (RMB) | 0 |
| Total cash dividend (including cash dividends distributed through other means) (RMB) | 3,912,422,755.50 |
| Distributable profits (RMB) | 34,797,928,838.41 |
| Percentage of total cash dividends (including cash dividends distributed through other means) to total profit distribution | 100.00% |
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
Distribution of cash dividends for the period
Cash dividends of RMB3,912,422,755.50 will be distributed, representing 28.55% of the net profit attributable to owners of the parent company for the year 2025 on a consolidated basis.
Explanations on details of the profit distribution proposal or conversion of capital reserves into share capital proposal
According to the Company’s consolidated statements for 2025, the net profit attributable to owners of the parent company was RMB13,701,548,267.44, the net profit of the parent company was RMB10,977,340,056.59, and the distributable profit available at the end of the period is RMB38,200,887,622.79.
In accordance with the relevant provisions of the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Financial Rules for Financial Enterprises, the Articles of Association of GF Securities Co., Ltd. and the Document (Zheng Jian Ji Gou Zi [2007] No. 320) issued by the CSRC, the Company proposed the following profit distribution plan for 2025 in the interest of the shareholders and the development of the Company:
Based on the number of shares of the Company as at the record date for entitlement to dividend distribution, it is proposed to distribute a cash dividend of RMB5.00 per 10 shares (inclusive of tax) to all shareholders. In the event of any change in the total share capital of the Company prior to the record date for entitlement to distribution, the proposed distribution ratio will remain unchanged and the total amount distributed will be adjusted accordingly. Based on the Company’s existing share capital of 7,824,845,511.00 shares, a total amount of cash dividends of RMB3,912,422,755.50 will be distributed, and the remaining undistributed profit of RMB30,885,506,082.91 will be carried forward to the next year. The cash dividend distribution represents 28.55% of the net profit attributable to owners of the parent company in the consolidated statements for 2025. After taking into account the current cash dividend proposal and the interim profit distribution plan for 2025, the Company distributed a total cash dividend of RMB4,673,007,306.60 throughout the year, accounting for 34.11% of the net profit attributable to the owners of the parent company in the consolidated statements for 2025.
The actual amount will be calculated by the average benchmark exchange rate of Renminbi to Hong Kong dollar announced by the People’s Bank of China over five working days prior to the date of convening the general meeting of the Company.
The fourteenth meeting of the eleventh session of the Board of the Company considered and approved the Profit Distribution Plan of GF Securities for 2025. The plan complies with the provisions of the Articles of Association and the requirements of the review procedures and fully protects the legitimate rights and interests of small and medium-sized investors. After the Profit Distribution Plan of GF Securities for 2025 is reviewed and approved by the annual general meeting, it will be implemented within two months from the date of review and approval by the general meeting.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
X. IMPLEMENTATION OF EQUITY INCENTIVE, EMPLOYEE STOCK OWNERSHIP PLAN OR OTHER EMPLOYEE INCENTIVE OF THE COMPANY
During the Reporting Period, the Company had no equity incentive, employee stock ownership plan or other employee incentive and information about its implementation.
XI. INTERNAL CONTROL CONSTRUCTION AND IMPLEMENTATION DURING THE REPORTING PERIOD
1. Internal control construction and implementation
The Company has established a legal person governance structure consisting of the general meeting, the Board of Directors, the Supervisory Committee/the Audit Committee and the operation management and has clearly defined the responsibilities and power, rules of procedure and working procedures of the general meeting, the Board of Directors, the Supervisory Committee/the Audit Committee and the operation management, thereby ensuring the clearly divided power and responsibilities, regulated operation and effective checks and balances among the authority organization, decision-making organization, implementation organization and supervisory organization. The Company has established three defense lines of comprehensive risk management, under which business units, branches and subsidiaries, as the first defense line of comprehensive risk management, are responsible for timely identifying, evaluating, tackling and reporting relevant risks; functional departments such as the risk management department and compliance management department, as the second defense line of comprehensive risk management, are responsible for in-process risk management; the auditing department, as the third defense line, is responsible for independent and objective review and assessment. The Company continued to improve various rules and systems according to the internal and external requirements and incorporated various risk control measures into its rules and procedures and strengthened the implementation of risk control measures. The Company established the internal communication, reporting and feedback mechanism. The Company has also clearly defined the responsibilities and power of the Board of Directors, the Supervisory Committee/the Audit Committee, the internal control department and business management departments in respect of internal supervision, inspection and assessment.
The Company highly emphasizes the construction of internal control system and relevant mechanism. The Company comprehensively considered internal environment, risk evaluation, controlling activities, information and communication and internal supervision according to relevant stipulations under the Company Law, the Securities Law, the Regulations on Supervision and Administration of Securities Companies, the Guidelines on Internal Control of Securities Firms, the Self-regulatory Guidelines for Companies Listed on the Shenzhen Stock Exchange No. 1 — Standard Operation of Listed Companies on the Main Board, the Hong Kong Listing Rules, and the Basic Standards for Enterprise Internal Control and its supporting guidelines, and kept improving its internal control system and further established and completed one set of internal control system which matches with the business nature, scale and complexity of the Company according to the actual condition of the Company.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
In light of changes in the internal and external environment and the operation policy, and following the regulatory orientation of “strengthening supervision, preventing risks and promoting the high-quality development of the capital market”, the Company has continuously optimized its internal control system in key sectors. In accordance with the new Company Law and its supporting systems and rules, the Company adjusted governance structure, revised comprehensive risk management, anti-money laundering and other important systems, improved operational management, management of subsidiaries and appraisal management and other mechanisms, strengthened safeguards for integrity in practice, and accelerated the digital and intelligent transformation, safeguarding the high-quality development of the Company.
2. Significant defects in internal control during the Reporting Period
During the Reporting Period, there were no significant defects in internal control.
XII. THE COMPANY’S MANAGEMENT AND CONTROL OVER SUBSIDIARIES DURING THE REPORTING PERIOD
As an A+H dual-listed company, the Company strictly adheres to relevant laws and regulations, self-disciplinary rules and regulatory requirements, for instance, the Company Law, the Securities Law, the SZSE Listing Rules, the Self-regulatory Guidelines for Companies Listed on the Shenzhen Stock Exchange No. 1 — Standard Operation of Listed Companies on the Main Board, as well as the Hong Kong Listing Rules, and continues to establish and improve its management systems for subsidiaries. Relevant functional departments of the Company conscientiously perform their relevant functions, including management and supporting functions, at our subsidiaries within their respective responsibilities, enabling us to manage and control our subsidiaries in an effective manner.
XIII. ASSESSMENT REPORT ON INTERNAL CONTROL OR AUDIT REPORT ON INTERNAL CONTROL
1. Assessment report on internal control
| Date of disclosure of the full text of Internal Control and Evaluation Report | March 30, 2026 |
|---|---|
| Disclosure index of full text of Internal Control and Evaluation Report | For details, please see the website of CNINFO (www.cninfo.com.cn) and the HKEXnews website of the Hong Kong Stock Exchange (www.hkexnews.hk) on March 30, 2026. |
| The percentage of total assets of units included in the evaluation scope to the total assets in the Company’s consolidated financial statements | 100% |
| The percentage of total operating income of units included in the evaluation scope to the total operating income in the Company’s consolidated financial statements | 100% |
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
Defect identification criteria
| Category | Financial Report | Non-financial Report |
|---|---|---|
| Qualitative criteria | The existing significant defects or symptoms of significant defects in internal control in the financial report of the Company, which include: malpractices are conducted by the Directors and senior management; to modify the financial statements that have been published; in the current financial statements, certified public accountants find material misstatements that are not discovered in the process of internal control; non-standard unqualified opinions for financial report are issued by certified public accountants; monitoring of internal control by the Company’s Audit Committee and internal auditors is ineffective. |
Defects in internal control, alone or in conjunction with other defects, in the financial report fail to be prevented or detected and corrected, though not significant deficiencies but aroused close attention from the Board and management and recognized as significant deficiencies.
The defects in internal control which do not constitute substantial defects or important defects are considered as general defects. | It is likely that sign of significant defects in internal control might exist in the non-financial report of the Company, which include: “three important and one substantial” matters fail to pass through the collective decision procedure; severe loss of management personnel and technicians in key positions, which affects normal course of business; systematic failure in internal control of important business; internal control defects are subject to serious legal risks; internal control defects significantly affect the Company’s goodwill; internal control defects are subject to serious administrative punishment; except for the losses due to policies, the Company suffers losses for years and the continuation of business is being challenged, does not meet requirements as a listed company, and may face the risk of delisting or merger in the secondary market; failure of substantial merger or reorganization, or newly expanded affiliate with substantial impact is unable to sustain.
Defects in internal control, alone or in conjunction with other defects, though not significant deficiencies but aroused close attention from the Board and management and recognized as significant deficiencies.
General defects are those excluding substantial defects and important defects as mentioned above. |
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
Defect identification criteria
| Category | Financial Report | Non-financial Report |
|---|---|---|
| Quantitative criteria | 1. Substantial defect: misstated amount as a result of internal control weaknesses is greater than 5% (inclusive) of annual net profit. | 1. Substantial defect: misstated amount as a result of internal control weaknesses is greater than 5% (inclusive) of annual net profit. |
| 2. Important defect: misstated amount as a result of internal control weaknesses is greater than 1% (inclusive) but less than 5% of annual net profit. | 2. Important defect: misstated amount as a result of internal control weaknesses is greater than 1% (inclusive) but less than 5% of annual net profit. | |
| 3. General defect: misstated amount as a result of internal control weaknesses is less than 1% of annual net profit. | 3. General defect: misstated amount as a result of internal control weaknesses is less than 1% of annual net profit. | |
| The number of substantial defects in financial reports (unit: piece) | 0 | |
| The number of substantial defects in non-financial reports (unit: piece) | 0 | |
| The number of important defects in financial reports (unit: piece) | 0 | |
| The number of important defects in non-financial reports (unit: piece) | 0 |
2. Internal control audit report
Review of the internal control audit report
As at December 31, 2025, GF Securities maintained effective internal control over financial reports in accordance with the Basic Standards for Enterprise Internal Control and related requirements in all material respects.
Disclosure of internal control audit report Disclosed
Disclosure date of full text of internal control audit report March 30, 2026
Disclosure index of full text of internal control audit report For details, please see the website of CNINFO (www.cninfo.com.cn) and the HKEXnews website of the Hong Kong Stock Exchange (www.hkexnews.hk) on March 30, 2026.
Opinion of the internal control audit report Standard and unqualified opinion
Whether there is any substantial defect in the non-financial report No
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
Has the accounting firm issued non-standard opinions with regard to the internal control audit report?
No
Is the internal control audit report issued by the accounting firm consistent with the self-assessment report of the Board of Directors?
Yes
Have non-standard audit opinions for internal control been issued during the Reporting Period or in last year?
No
XIV. ESTABLISHMENT OF DYNAMIC RISK CONTROL INDICATOR MONITORING AND COMPLEMENT MECHANISM
1. Establishment of the Company's dynamic risk control indicator monitoring mechanism during the Reporting Period
The Company has established and implemented risk control index dynamic monitoring mechanism, and has continuously upgraded and optimized risk control indicators monitoring system as per adjustment of regulatory standard and implementation situation of innovative business. The risk control indicators system of the Company comprehensively covers all the business activities that affect the net capital and other risk control indicators. The Company calculates various risk control indicators daily and generates a full set of regulatory reports for risk control indicators according to the supervision rules. The Company also sets up automatic warning for risk control indicators according to the pre-set thresholds and monitoring standards. The risk management department of the Company is responsible for monitoring and reporting daily operation situation of each risk control indicator and timely remind the Company of risks. Risk control indicators data and compliance situation will be regularly reported to the regulatory department in accordance with regulatory requirements; as for situation of early warning and non-conformance in respect of risk control indicators, basic situation, causes and solutions in writing will be timely reported to the regulatory authority in accordance with requirements of the Administrative Measures for Risk Control Indicators of Securities Companies (《證券公司風險控制指標管理辦法》).
2. Establishment of sensitivity analysis and stress test mechanism during the Reporting Period
The Company regards stress test tools as significant tools of extreme risk assessment and management of the Company and regularly and from time to time carries out comprehensive and special stress test evaluations to provide support for business decision making and operation management in accordance with requirements of the Guidelines for Stress Test of Securities Companies (《證券公司壓力測試指引》) and in combination with business development situation and risk management demand. In 2025, the Company carried out comprehensive stress test and submitted reports on time in accordance with requirements of the Securities Association of China; timely conducted special assessment and analysis based on the mechanism of triggering a stress test, and continuously improved risk factor and scenario design, optimized model and method of parameter setting to enhance the effectiveness of stress test results.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
3. Establishment of net capital complement mechanism during the Reporting Period
The Company has established a dynamic net capital complement mechanism in accordance with the Guidelines for Capital Replenishment by Securities Companies («證券公司資本補充指引») issued by the Securities Association of China, to broaden capital complement channels, improve capital quality and strengthen capital constraints on an ongoing basis. The Company formulated the Group’s capital management plan which specifies core elements of capital management, capital complement triggering conditions, capital adequacy evaluation mechanism, capital plan implementation and promotion mechanism. The Company continuously monitors the net capital and related risk control indicators. When the capital complement early-warning indicators related to net capital hit the threshold, the Company will comprehensively evaluate the necessity, feasibility and specific plans of complementing capital to ensure that the Company’s net capital matches the needs of business development.
4. Compliance with risk control indicators during the Reporting Period
In 2025, the Company’s core risk control indicators were in good operation and remained in compliance with regulatory requirements. There was no violation of regulatory alarm criteria or non-compliance with regulatory standards. As of December 31, 2025, net capital of the parent company was RMB98,531 million, of which supplementary net capital of the parent company was RMB28,327 million and core net capital was RMB70,204 million.
XV. RISK MANAGEMENT
(1) Implementation of comprehensive risk management by the Company
The Company has always attached importance to risk management and regarded risk management as its lifeline. Under the guidance of the Group’s overall development strategy planning, the Company takes comprehensive risk management as its supporting system strategy and adheres to the Three Ideas about Risk Management, “to manage risks cautiously; the three defense lines cooperate with each other and each focuses on specific aspects; be people-oriented”, and follows the Five Principles, “full coverage, forward-looking, overall perspective, effectiveness and compatibility”. The Company constructs effective overall risk management strategy, organization, system, technology and personnel system, promotes the optimal allocation of group risk resources, controls the risks within the scope which matches the Group’s risk appetite and tolerance, and provides solid assurance for the steady development of the Group’s business. The Company’s comprehensive risk management can only provide reasonable and not absolute assurance against material misstatement or loss, as they are designed to manage, rather than eliminate the risk of failure to achieve business objectives.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
The Company reports its risk management in various areas to the Board twice a year through half-year and annual risk management report, respectively. In 2025, the Company strengthened the prevention and control of high-risk and key business risks, promoted the digital intelligence transformation of risk control, and continued to improve the risk management system and control mechanism to build a safety barrier for the steady development of the Company’s various businesses.
(II) The Company’s investment in compliance and risk control and information technology during the Reporting Period
The Company attaches great importance to the investment in compliance and risk control and information technology. The investment in compliance and risk control and information technology in 2025 is as follows: the investment in compliance and risk control in 2025 was RMB475 million, and the investment in information technology in 2025 was RMB1,548 million⁴.
XVI. COMPLIANCE MANAGEMENT SYSTEM CONSTRUCTION AND AUDIT OF AUDITING DEPARTMENT
1. Compliance management system construction
The Company has established the four-level compliance management organization system of “board of directors (risk management committee) — operating management (chief compliance officer) — compliance management department — compliance management personnel of various departments and branches”. The Board of Directors of the Company assumes ultimate responsibility for the effective compliance management and internal control. The Board of Directors reviews and comments on the overall objectives, basic policies, settings of the compliance department and responsibilities thereof, and compliance reports of compliance management. Operating management is responsible for implementing the compliance management objectives, and assumes the leadership for the compliance of the Company’s operation and management activities and employee practices. As the person who is responsible for compliance works of the Company, the chief compliance officer reviews, supervises and inspects the compliance of the operation management and practices of the Company and its staff. The Company has established the compliance and legal affairs department to assist the chief compliance officer in his/her works, and has established full-time and concurrent compliance management personnel in various departments, compliance officers in various subsidiaries, compliance managers in various branches, and full-time and concurrent compliance management personnel at all business departments to ensure full coverage of compliance management.
⁴ Compliance and risk control investment includes compensation of compliance and risk control staff, investment in the construction of relevant compliance and risk control system, day-to-day operation expenses for compliance and risk control work; IT investment includes compensation of IT staff, capital expenditure and IT expenses. Such amount excludes the overlapping investment in compliance and risk control and IT. Such statistics are based on the parent company’s data.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
2. Main work of compliance management during the Reporting Period
In 2025, the Company’s compliance management work closely focused on new regulations and new policies, the Company’s strategic deployment and business development needs. On the basis of basically achieving full coverage of compliance management, the Company continued to improve the level of risk research, judgment and control, and strengthen compliance control over key business lines such as investment banking and over-the-counter derivatives to build a safety barrier for the steady development of the Company’s various businesses. Under the leadership of the Board, the chief compliance officer of the Company organized the compliance and legal affairs department to earnestly perform various responsibilities such as the establishment of compliance management system, the promotion of compliance culture, compliance supervision and inspection, compliance review and consultation, and anti-money laundering management in strict compliance with internal and external regulations such as the Measures for the Compliance Management of Securities Companies and Securities Investment Fund Management Companies, the Implementation Guidelines for Compliance Management of Securities Companies and the Compliance Management System of the Company.
3. Audit of auditing department
During the Reporting Period, the auditing department of the Company played a unique supervision role as an internal auditor in the key tasks and business of the Company and prospectively identified and alerted potential major risks, and effectively utilized the audit results to guard the third defense line, escorting the high-quality development of the Company. All businesses and subsidiaries were covered through regular audits, special audits, departure audits, follow-up audits and other methods. Focusing on escorting with supervision and error detection and fraud prevention, the auditing department deepened the innovative integration of auditing and AI, improved the quality and efficiency of audit and supervision, strengthened the prevention of risks at source, enhanced the effect of whole process closed-loop supervision of pre-, during and post-audit, promoted and improved the long-term internal control mechanism. Meanwhile, as an important part of organizational governance, the auditing department put emphasis on the operation measures of the Company’s key focus and business in combination with the industrial features, practiced risk-oriented auditing to effectively identify, alert and resolve various risks. In 2025, the auditing department completed 235 audit reports of various types.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
XVII. STATEMENT OF THE BOARD OF DIRECTORS ON RESPONSIBILITY OF INTERNAL CONTROL
It is the responsibility of the Board of Directors to establish, complete and effectively implement internal control according to the stipulations in the internal control standard system of the Company, evaluate its effectiveness and disclose assessment report of internal control. The Audit Committee supervises and evaluates the internal control.
The operation management is responsible for organizing and directing the daily functioning of internal control. The Board of Directors monitored, reviewed and evaluated the establishment, the implementation and the effectiveness of various risk management and internal control systems of the Company through the consideration of the Work Report of Risk Management Committee of the Company for the Year, the Work Report of Audit Committee for the Year, Annual Compliance Report, Internal Control Evaluation Report for the Year and the Report of Risk Management for the Year. Based on the reports above, the Board of Directors has conducted an overall review on the internal control of the Company for the year according to requirements of the Basic Standards of Enterprise Internal Control. It is of the view that the internal control of the Company was effective as of December 31, 2025.
The objectives of the internal control are to reasonably ensure legality and compliance of the operation management, assets safety, authenticity and completeness of financial reports and the relevant information and thus to enhance operation efficiency and effects so as to promote realization of the development strategy. Due to the inherent limitations of the internal control, it can only provide reasonable assurance for the realization of the above targets. The Company has established supervision and examination mechanism on internal control. Once defect in internal control is recognized, the Company will immediately adopt rectification measures. Besides, changes in the situation will cause the internal control to become inappropriate or its degree of compliance with the control policies and procedures will be lowered, there will be certain risks to the effectiveness of the internal control in the future as inferred by the result of the evaluation of the internal control.
In 2026, the Company will continue improving its internal control system, standardizing implementation of its internal control system, reinforcing supervision and examination of internal control according to the provisions and requirements of the Basic Standards of Enterprise Internal Control and the CG Code in view of the changes in the external operation environment and actual demands of the Company's development so that the Company can secure high-quality development.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
XVIII. BASIS FOR ESTABLISHING INTERNAL CONTROL FOR FINANCIAL REPORTS
The Company emphasizes the establishment and improvement of internal control system concerning financial reports and has established relevant regulations and systems in business accounting, cost expenditure, financial management and accounting information system management according to the requirements in accounting laws, accounting principles and relevant financial systems. According to the requirements in the Basic Standards of Enterprise Internal Control and the Application Guidelines for Enterprise Internal Control, the Company sets scientific financial accounting organization structure, equips with qualified financial accountants, uses standard and rigorous financial accounting management system, and chooses appropriate accounting policies and reasonable accounting estimates to ensure that the financial reports compiled by the Company conform to the requirements in the accounting principles and can genuinely, accurately and entirely reflect the financial status, operation results and cash flow of the Company. During the Reporting Period, the Company’s Supervisory Committee/Audit Committee and external auditors conducted effective inspection and supervision over the Company’s financial affairs in accordance with the Articles of Association and relevant requirements, and expressed professional audit opinions on the Company’s financial reports.
During the Reporting Period, the relevant internal control systems relating to the financial reports of the Company were sound; the smooth operation could guarantee the quality of financial reports and ensure high reliability of financial information. During the Reporting Period, there were no significant defects in the internal control relating to the financial reports of the Company and the annual financial reports of the Company are truthful, accurate and complete.
XIX. RECTIFICATION OF PROBLEMS FOUND BY SELF-EXAMINATION IN THE SPECIAL ACTIONS ON CORPORATE GOVERNANCE OF LISTED COMPANIES
No relevant self-examination and rectification were involved during the Reporting Period.
XX. ENVIRONMENTAL INFORMATION DISCLOSURE
Whether listed companies and their major subsidiaries are included in the list of companies with legal disclosure of environmental information
No
The Group has strictly complied with laws and regulations, including the Environmental Protection Law of the PRC and the Energy Conservation Law of the PRC. Green operation has been applied throughout the entire course of operational management, by emphasizing on the green and environmental protection concepts in operation to realize sustainable growth and achieve the organic integration of social, environmental and economic benefits.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
- Energy Conservation and Carbon Reduction
During the Reporting Period, the Company fully implemented energy conservation and carbon reduction by organizing the refined energy consumption monitoring and management and effectively reducing energy consumption rate and the waste of materials through various means such as formulating relevant operational requirements and standards, fixing positions and responsibilities, implementing onsite management signs and carrying out personnel training; power supply procurement was optimized and heavy load facilities were modified for energy saving. During the Reporting Period, the Company achieved further improvement in waste management compared with last year. Non-hazardous waste and hazardous waste had a year-on-year decrease of 27.37% and 20.20%, respectively.
- Green Office
The Company advocates green office and regularly carries out green office promotion and training for employees. During the Reporting Period, the Company continued to conduct waste classification. A total of approximately 32 tonnes of recyclable waste were disposed of in GF Securities Building. Hazardous waste was delivered to professional institutions for recycling. The Company strictly controlled the use of official vehicles to reduce unnecessary use of Company vehicles and encourage employees to travel in a low-carbon manner. The Company consolidated similar projects for centralized procurement according to the procurement plan, so as to save resources, improve procurement efficiency and optimize supply chain management.
XXI. SOCIAL RESPONSIBILITIES
During the Reporting Period, the Group thoroughly implemented the major strategic decisions of the Party's Central Committee and the State Council on carbon peaking and carbon neutrality, actively responded to climate change, and practiced the new development concept of "innovation, coordination, greenness, openness and sharing" to constantly improve the sustainable development and the level of ESG governance. The Group focused on doing a good job in the "five major areas" of finance, actively exerted the function of the capital market, improved the quality and efficiency of serving the real economy, implemented the political and people-oriented nature of its financial work, and promoted the gathering of factor resources in the fields of scientific and technological innovation, advanced manufacturing, green and low-carbon, and inclusive people's livelihood. The Group anchored the goal of building a financial superpower, adhered to the practice of responsible investment and green finance, and achieved the common growth of the Company and its customers. The Group established and improved the protection system for employees' rights and interests and a long-term mechanism for talent development to safeguard the health and safety of employees and facilitate employee development. The Group focused on rural revitalization, education promoting,
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
financial empowerment and medical assistance, and actively responded to the concerns of stakeholders, achieving the mutual coordination between the Company's economic and social benefits, as well as its own development and social development. The Group attached great importance to investor protection and shareholder return, strengthened its comprehensive risk management, stuck to the bottom line of compliance operation. The Company has complied with the mandatory disclosure requirements and the "comply or explain" provisions as set out in the Environmental, Social and Governance Reporting Code during the year.
During the Reporting Period, the Group's social welfare expenses amounted to a total of RMB31.5572 million (including the donation to the GF Charity Foundation by the Company and the social welfare expenses of wholly-owned and holding subsidiaries). The GF Charity Foundation established by the Group had been actively participating in rural revitalization, education promotion and other activities, and incurred social welfare expenses of RMB26.4805 million during the Reporting Period.
Focusing on rural revitalization, education promoting, financial empowerment and medical assistance, the GF Charity Foundation has undertaken the Small-scale Start-up Support for University Students of GF Securities, GF Securities' Talent Empowerment Program to Support Rural Revitalization and High-quality Development of Social Organizations, GF Securities Rural Children's Reading Improvement Program • STARS, "Moss Blossoms" Charity-Driven Growth Initiative, "GF Talent Gathering" Yat-sen Postdoctoral Science Fund, "Love for New Voices (愛予新聲)" cochlear implant treatment program and other public welfare programs; and has continued to operate special public welfare funds such as Xinjiang Cotton Futures Public Welfare Fund and Teaching and Research Fund.
Please refer to the 2025 Corporate Sustainability and Environmental, Social and Governance (ESG) Report of GF Securities Co., Ltd. concurrently disclosed with this Annual Report on the website of CNINFO (www.cninfo.com.cn) and the HKEXnews website of Hong Kong Stock Exchange (www.hkexnews.hk) for details.
XXII. EFFORTS TO CONSOLIDATE AND EXPAND THE ACHIEVEMENTS OF POVERTY ALLEVIATION AND RURAL REVITALIZATION
During the Reporting Period, the Company actively carried out paired assistance under the policy of "One Company, One County". In addition to providing assistance to the former national-level poverty-stricken counties such as Antu in Jilin, Nankang in Jiangxi, Makit in Xinjiang and Xinghe in Inner Mongolia, the Company also paired up with Wangqing in Jilin to carry out work in the areas of industrial assistance, consumption assistance, and public welfare assistance. The Company supported Wanbao Town, Antu in wood processing and planting of Chinese herbs, assisted Longmu Town, Nankang District to build an e-commerce live streaming studio, promoted the construction of Laolihai Tourist Service Center and the development of Sumushan forest food in Xinghe County; and donated the establishment of the "GF Securities • Westlake University Science Corner" in 3 primary and secondary schools in Nankang District, set up a scholarship programme in Xinghe County, donated bedding to the villagers of Yengiyer Village in Makit County, and expressed concern and support to the low-income and needy people in Antu County.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
During the Reporting Period, the Company earnestly performed the tasks of rural revitalization in Guangdong Province, such as the vertical assistance of the “Hundreds of Counties, Thousands of Towns and Ten Thousands Villages Project” and the town-based assistance, and continuously deepened and expanded the effectiveness of assistance. The Company participated in the June 30th Rural Revitalization Activity in Guangdong Province by donating RMB5 million to support rural revitalization and development in Guangdong Province. The Company deepened the effectiveness of vertical assistance to Guangning County, Zhaoqing City under the “Hundreds of Counties, Thousands of Towns and Ten Thousands Villages Project”, and assisted to build the brand agriculture along the entire industrial chain from breeding, processing to distribution; donated the renovation of 3 basketball courts at Gu Shui Middle School in Guangning County, launched the star pocket distribution activity in Guangning Chunshui Guangfa Hope Primary School, supported post-flood reconstruction, etc. The Company solidly promoted town-based assistance to Zhouzai Town, with 20 assistance projects implemented throughout the year, and continued to invest resources in Party leadership, education assistance, public services, green and beautiful villages and other aspects, continuously improving the people’s sense of fulfillment and happiness.
During the Reporting Period, in recognition of its social responsibility and contributions in the field of social welfare and rural revitalization, the Company was awarded a number of honors such as Silver Cup in the Guangdong Poverty Alleviation Red Cotton Cup, a Practitioner with Important Achievements for Initial Results in Three Years from Empowering the “Hundreds of Counties, Thousands of Towns and Ten Thousands Villages Project” with Finance, and the “Best Rural Revitalization Service Provider in 2025” by Xin Kuai Bao (新快報).
XXIII. ACCOUNT STANDARDIZATION
Standardization of the accounts in the Company was launched in July 2006. It is one of the first securities companies in the industry to undertake this work. The Company had established an account standardization leadership group and an account standardization working group with relevant key employees as the group members to entirely arrange the work of account standardization on the principle of “overall arrangement, decentralized implementation and stable promotion”. Through measures including organizing structure, system arrangement, training communication and supervision and audit, it has effectively ensured the launching of account standardization. The Company had checked all accounts in the system and completed account information through contacting customers by all means, and restricted the transactions and placed in separate repositories for the remaining unqualified accounts according to the requirements of the regulatory authorities and finally the standardization was stably completed. On April 16, 2008, the Company officially passed the review of Guangdong Bureau of the CSRC and became one of the securities companies that first completed the account standardization in advance.
As of December 31, 2025, there were 6,039 unqualified accounts, 2,084,323 dormant accounts, 30,974 risk handling accounts, and 3,473 judicially frozen accounts maintained with the Company.
Account standardization is a long-term fundamental construction project. On the basis of standardizing historical accounts, the Company continued to construct and improve long-term accounts management mechanism. According to the relevant arrangement of China Securities Depository and Clearing Corporation Limited on accounts consolidation, the Company had established an accounts consolidation project team, which actively coordinated all the relevant departments and branch offices to entirely sort out and improve business process revision, business training, system testing and the organization of supervision after consolidating the accounts and successfully completed the relevant work on account consolidation.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
XXIV. OTHER ISSUES ON CORPORATE GOVERNANCE
(I) Responsibility to be borne by Directors for the financial statement
The responsibility statement of the Directors on financial statements below shall be read in conjunction with that of the certified public accountants contained in the audit report of this report, while both statements shall be comprehended separately.
The Company’s Directors shall compile genuine and fair consolidated financial statements according to the disclosure requirements under the China Accounting Standards, IFRS Accounting Standards issued by the International Accounting Standards Board and the Hong Kong Companies Ordinance. The Company’s Directors are also responsible for the necessary internal monitoring of the consolidated financial statements so that there will not be any material misstatements as a result of fraud or errors. The Company is not subject to any event or circumstance of material uncertainty, as a result of which significant doubt may be cast upon the ability of the on-going operation of the Company.
(II) Appointment and remuneration of the auditor
Upon approval by the general meeting of Shareholders in 2024, the Company appointed Ernst & Young as its external auditor for 2025, which is responsible for providing relevant auditing services and reviewing services in accordance with the China Accounting Standards and the IFRS Accounting Standards. The Company appointed Ernst & Young as the accounting firm for internal control audit. Please see details of its employment and remuneration in “VI. Appointment and Removal of Accounting Firms” in “Section 7 Significant Events” in this report.
(III) Securities trading by Directors and relevant employees
The Company has formulated the Management Rule on Shares Held by Directors and Senior Management and Relevant Changes to intensify management of declaration, disclosure and supervision of the holding and trading of the Company’s shares by Directors and senior management personnel. Meanwhile, the Company adopted the Model Code as set out in Appendix C3 to the Hong Kong Listing Rules as the code of conduct for all Directors and relevant employees (as defined in the CG Code) at the meeting of the Board on March 19, 2015. After specific enquiry of the Directors of the Company, all Directors have strictly followed the standards and code of conduct in the Model Code during the Reporting Period.
(IV) Company secretary
Mr. Yin Zhongxing was appointed as the secretary to the Board and a joint company secretary of the Company at the first meeting of the eleventh session of the Board of Directors of the Company. Ms. Ho Wing Tsz Wendy (an executive director of the Company Secretarial Services Division of Tricor Services Limited) was appointed as a joint company secretary and an authorized representative of the Company at the fourth meeting of the eleventh session of the Board of Directors of the Company. Mr. Yin Zhongxing (the secretary to the Board) and Ms. Ho Wing Tsz Wendy (a joint company secretary) are the main contact persons of the Company with the Hong Kong Stock Exchange.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
During the Reporting Period, in order to better perform their duties and according to the requirements of the Hong Kong Listing Rules, Mr. Yin Zhongxing, the secretary to the Board and a joint company secretary, received professional trainings for more than 15 hours, including: the 85th Intensive Continuing Professional Development Seminar for Governance Professionals and Hong Kong IPO Practical Fundamentals Programme held by The Hong Kong Chartered Governance Institute and the Company's Macroeconomic Situation Analysis Training. Ms. Ho Wing Tsz Wendy, a joint company secretary of the Company, had received professional trainings for more than 15 hours, including: the 26th Annual Corporate and Regulatory Update held by The Hong Kong Chartered Governance Institute.
(V) Investor relations
1. Amendments to the Company's internal rules during the Reporting Period
(1) In order to further strengthen the management of the Company's market value, effectively promote the improvement of the Company's investment value and enhance the returns for investors, in accordance with the Regulatory Guidelines for Listed Companies No. 10 - Market Value Management (《上市公司監管指引第10號一市值管理》), the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange (《深圳證券交易所股票上市規則》) and the Self-regulatory Guideline No. 1 for Companies Listed on the Shenzhen Stock Exchange - the Standardized Operation of Companies Listed on the Main Board (《深圳證券交易所上市公司自律監管指引第1號一主板上市公司規範運作》) and other laws and regulations, departmental rules, regulatory documents and the Articles of Association of the Company, in light of its actual situation, the Company has formulated the Market Value Management System of GF Securities (《廣發證券市值管理制度》).
(2) In order to implement the requirements of the newly revised Anti-Money Laundering Law of the People's Republic of China (《中華人民共和國反洗錢法》), the Company has revised the Anti-Money Laundering Management System of GF Securities (《廣發證券反洗錢工作管理制度》).
(3) In accordance with the Reply on the Approval of the Qualification for Market Making Business for Listed Securities of GF Securities Co., Ltd. (Zheng Jian Xu Ke [2024] No. 1628) (《關於核准廣發證券股份有限公司上市證券做市交易業務資格的批覆》(證監許可[2024]1628號)) received from the CSRC, the Company has revised the relevant terms of the business scope of the Articles of Association.
(4) In order to implement the Standards for Comprehensive Risk Management of Securities Companies (《證券公司全面風險管理規範》) revised and promulgated by the Securities Association of China, the Company revised the Risk Management Policies of GF Securities (《廣發證券風險管理制度》) and changed its name to the Comprehensive Risk Management Policies of GF Securities (《廣發證券全面風險管理制度》).
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
(5) In accordance with the Company Law and the supporting rules and regulations of the China Securities Regulatory Commission (CSRC), the Company has stipulated in its Articles of Association that an Audit Committee be established within the Board of Directors to exercise the powers of the Supervisory Board as stipulated in the Company Law. Simultaneously, based on the CSRC’s issuance of regulations such as the Concentrated Amendment and Repeal of Some Supporting Rules and Normative Documents of the New Company Law (《集中修改、廢止部分新<公司法>配套規章、規範性文件》), the Guidelines for the Articles of Association of Listed Companies (《上市公司章程指引》), and the Rules for the Shareholders’ Meetings of Listed Companies (《上市公司股東會規則》), and in conjunction with the revisions to the Hong Kong Listing Rules, the Company has revised its Articles of Association and its annexes, the Rules of Procedure for the General Meeting and the Rules of Procedure for the Board of Directors.
2. Investor relation activities during the Reporting Period
The Company attaches great importance to and takes the initiative to do a good job in investor relations, and focuses on the establishment of a multi-channel communication mechanism to ensure smooth and effective communication between the Company and its shareholders or investors. The Company has formulated the Measures for Management of Information Disclosure (《信息披露事務管理制度》) and the Measures for Management of Investor Relations (《投資者關係管理制度》), which set out the Company’s communication policy with shareholders and others. The Company strengthens communication with shareholders and public investors through various channels including the Shenzhen Stock Exchange Interactive Easy Platform, the website of the Hong Kong Stock Exchange, the website of the Company, hotlines for investors and emails, and by adopting various forms including general meetings, results briefings, results presentations, investor activity months, analyst meetings and on-site surveys, so as to ensure that shareholders and public investors are provided with ready, equal and timely access to data from the Shenzhen Stock Exchange and the Hong Kong Stock Exchange, and listen to and respond to investors’ opinions and suggestions in an all-round way.
In 2025, after its annual and interim results presentations were issued, the Company facilitated its communication with investors and analysts by way of telephone or online method. During the year, the Company held one annual results briefing, one annual results presentation and one interim results briefing. Mr. Lin Chuanhui, chairman of the Board of the Company, Mr. Qin Li, executive Director and general manager, Ms. Sun Xiaoyan, executive Director, standing deputy general manager and chief financial officer, and Mr. Yin Zhongxing, secretary to the Board, attended the above meetings; and Mr. Li Wenjing, independent non-executive Director of the Company, attended the 2024 results briefing of the Company; certain senior management of the Company attended the relevant results presentations. In 2025, the Company’s management team and investor relation team held 26 meetings in various forms with domestic and overseas institutional investors and analysts, met nearly 200 institutional investors; actively replied to more than 20 questions from investors through the Shenzhen Stock Exchange Interactive Easy Platform; and opened two investor hotlines to maintain smooth and effective communication with investors. The Company reviewed the shareholder communication policy annually based on the comments and feedbacks on investors relations from the investors and the capital market, and believed that it was still effective.
CORPORATE GOVERNANCE, ENVIRONMENT AND SOCIETY
The Company will continuously make investors understand the Company's development in a convenient, fast, prompt and all-round way through the website for the Company's investors relations, investor hotlines and mailbox and other channels. The Company will actively communicate with investors through results briefings, results presentations and other means to further enrich investor relation activities and provide better services to investors and analysts.
(VI) Establishment and implementation of information disclosure system and insider information system of the Company
The Company has formulated the Measures for Management of Information Disclosure (《信息披露事務管理制度》) and the Accountability System for Material Mistakes in Information Disclosure in Annual Report (《年報信息披露重大差錯責任追究制度》), clearly stipulating the accountability of various departments for information disclosure, the basic principles for information disclosure, the contents for information disclosure, the procedures for information disclosure, the accountability for mistakes in information disclosure and improving the quality of information disclosure of the Company. During the Reporting Period, the Company discharged its obligation on information disclosure in strict accordance with the requirements of the systems. The Board of Directors of the Company confirmed the effective implementation of the Measures for Management of Information Disclosure, ensuring the timeliness and fairness of the Company's relevant information disclosure, as well as the truthfulness, accuracy and completeness of such information disclosure.
The Company has formulated the Administrative Measures for Insiders of Inside Information (《內幕信息知情人管理辦法》) and the Administrative Measures for Users of External Information (《外部信息使用人管理辦法》) to regulate the management of inside information and the approval procedures for external reporting of information to further strengthen the confidentiality of inside information. During the Reporting Period, the Company conducted the management of inside information and the registration of insiders of inside information in strict accordance with the requirements of the systems, and was able to truthfully and completely record the list of insiders of inside information during all stages such as the preparation, transmission, examination and disclosure of inside information before their disclosure, and keep relevant records for the contents and time of inside information which are known by insiders.
SECTION 7
SIGNIFICANT EVENTS
6
Annual Report 2025

SIGNIFICANT EVENTS
I. IMPLEMENTATION OF COMMITMENTS
- Commitments performed during the Reporting Period or not yet performed as of the end of the Reporting Period by the Undertaking Parties including the de facto controller of the Company, Shareholders, related parties, purchasers and the Company
| Cause of Commitment | Undertaking Party | Type of Commitment | Details of Commitment | Date of Commitment | Term of Commitment | Performance |
|---|---|---|---|---|---|---|
| Share conversion commitments/commitments made in acquisition report or equity changes report/commitments made in asset restructuring | The Company and its shareholders, Directors, Supervisors and senior management | Others | 1. GF Securities and its Directors, Supervisors and senior management have made commitments that upon completion of this transaction, GF Securities, as a public company, will strictly perform its obligations in information disclosure and investor education. After listing, in addition to meeting the requirements for information disclosure by listed companies in general, GF Securities will make sufficient disclosure in regular reports on information regarding customer asset protection, risk control, compliance inspection, commencement of innovative business and risk management according to its own characteristics to enhance the unveiling of risks for investors. 2. GF Securities and its Directors, Supervisors and senior management have made commitments that they will strictly comply with the requirements of the Administrative Measures for Risk Control Indicators of Securities Companies, enhance the risk management system, improve the risk monitoring mechanism, establish a real-time risk monitoring system, strengthen dynamic monitoring of risks and enhance capabilities in identifying, measuring and controlling risks to enhance the level of risk management. 3. To avoid peer competition with the surviving company after share conversion and merger by absorption and regulate possible related transactions, Liaoning Cheng Da and Jilin Aodong have made the following commitments: ① Being the largest and second largest shareholders of the surviving company after share conversion and merger by absorption, they have undertaken not to operate the same business as that operated by the surviving company (whether at present or in future), and not to indirectly operate or participate in the investment of enterprises which compete or may compete with the business of the surviving company. At the same time, they have also warranted that they will not use their capacity as shareholders to harm the proper interest of the surviving company and other shareholders. In addition, they will procure their wholly-owned subsidiaries or subsidiaries in which they have more than 50% equity interest or relative controlling interest to comply with the above commitments. ② With respect to related transactions conducted by Liaoning Cheng Da and Jilin Aodong and their respective related parties with the surviving company in future, the decision-making procedure for related transactions of listed companies will be strictly performed and the market pricing principles will be observed to ensure fairness, impartiality and equity and the legitimate interests of minority shareholders will not be prejudiced. 4. Liaoning Cheng Da and Jilin Aodong have issued the Commitments on Maintaining the Independence of Yan Bian Road Construction Co., Ltd., respectively, and warrant to realize staff independence, asset independence, business independence, financial independence and organization independence from the Company. | February 6, 2010 | Nil | All undertaking parties have strictly performed the commitments. |
Whether the commitments were performed timely? Yes
SIGNIFICANT EVENTS
- If there are profit forecasts for the assets or projects of the Company and the Reporting Period is within the period of the profit forecasts, particulars of the Company's assets or projects reaching the original profit forecasts and the reasons
N/A
- Performance-related commitments of the Company
N/A
SIGNIFICANT EVENTS
II. USE OF THE LISTED COMPANY'S FUNDS BY THE CONTROLLING SHAREHOLDER AND OTHER RELATED PARTIES FOR NON-OPERATING PURPOSES
The Company did not have a controlling shareholder nor a de facto controller. During the Reporting Period, there was not any misappropriation of the Company's funds by the largest shareholder and its related parties for non-operating purposes.
III. NON-COMPLIANCE IN EXTERNAL GUARANTEES
During the Reporting Period, there was no issue of non-compliance in external guarantees of the Company.
IV. STATEMENT ON THE LATEST “NON-STANDARD AUDIT REPORT” BY THE BOARD OF DIRECTORS
N/A
V. STATEMENT ON ACCOUNTING FIRM'S “NON-STANDARD AUDIT REPORT” OF THE REPORTING PERIOD BY THE BOARD OF DIRECTORS AND INDEPENDENT DIRECTORS (IF ANY)
N/A
VI. APPOINTMENT AND REMOVAL OF ACCOUNTING FIRMS
1. Currently appointed accounting firms
| PRC Accounting Firm | Ernst & Young Hua Ming LLP |
|---|---|
| Audit remuneration of PRC Accounting Firm (RMB million) | 2.3720 |
| Continuous term of audit service of PRC Accounting Firm | 8 years |
| Name(s) of certified public accountant(s) of the PRC Accounting Firm | Gao He (高鶴), He Mingzhi (何明智) |
| Continuous term of audit service of certified public accountant(s) of PRC Accounting Firm | 1 year for Gao He, 3 years for He Mingzhi |
| International Accounting Firm | Ernst & Young |
| Audit remuneration of International Accounting Firm (RMB million) | 1.4200 |
| Continuous term of auditing service of the International Accounting Firm | 8 years |
| Name(s) of certified public accountant(s) of the International Accounting Firm | Huen Chun Man (禤俊文) |
| Continuous term of auditing service of certified public accountant(s) of the International Accounting Firm | 1 year |
Note: The above is the audit/review fees for the regular report of the Company, which does not include the audit fees for consolidated subsidiaries. During the Reporting Period, the Company did not appoint any accounting firm to provide the Company with material non-audit services.
SIGNIFICANT EVENTS
Whether there is any change in accounting firm in the current period
No
Whether there is any change in accounting firm during the audit period
No
- Appointment of accounting firm for internal control audit, financial advisor or sponsor
In 2025, the Company appointed Ernst & Young Hua Ming LLP as accounting firm for internal control audit with audit fee at RMB350,000.
- Change of accounting firm in the past three years
The Company has not changed its accounting firm in the past three years.
VII. SUSPENSION AND TERMINATION OF LISTING AFTER THE DISCLOSURE OF ANNUAL REPORT
N/A
VIII. SIGNIFICANT ISSUES OF THE COMPANY ABOUT BANKRUPTCY REORGANIZATION, MERGER, SEPARATION, ESTABLISHMENT AND DISPOSAL OF SUBSIDIARIES, BRANCH COMPANIES AND BUSINESS DEPARTMENTS, ETC.
- Relevant matters about bankruptcy reorganization
There were no relevant matters about bankruptcy reorganization during the Reporting Period.
- Merger or separation of the Company
N/A
SIGNIFICANT EVENTS
- Establishment and disposal of subsidiaries, branch companies and business departments
(1) Relocation and change of name of branch companies and business departments
As of the end of December 2025, the Company has a total of 357 branches, including 27 branch companies and 330 securities business departments, covering 31 provinces, municipalities directly under the Central Government and autonomous regions in Mainland China. During the Reporting Period, a total of 28 branches of the Company were relocated and renamed:
| No. | Name after relocation | Name before relocation |
|---|---|---|
| 1 | Securities Business Department of GF Securities Co., Ltd at Taiyanggong, Beijing | Securities Business Department of GF Securities Co., Ltd at Anli Road, Beijing |
| 2 | Securities Business Department of GF Securities Co., Ltd at Lumina Guangzhou | Securities Business Department of GF Securities Co., Ltd at Jiangwan, Guangzhou |
| 3 | Securities Business Department of GF Securities Co., Ltd at Yingbin Road, Shantou | Securities Business Department of GF Securities Co., Ltd at Meixi East Road, Shantou |
| 4 | Securities Business Department of GF Securities Co., Ltd at Ziqiang Road, Shijiazhuang | Securities Business Department of GF Securities Co., Ltd at Zhongshan West Road, Shijiazhuang |
| 5 | Securities Business Department of GF Securities Co., Ltd at Changgang Middle Road, Guangzhou | Relocation with name unchanged |
| 6 | Securities Business Department of GF Securities Co., Ltd at Zhongshan Road, Wuhan | Securities Business Department of GF Securities Co., Ltd at Wuluo Road, Wuhan |
| 7 | Securities Business Department of GF Securities Co., Ltd at The Ring, Chongqing | Securities Business Department of GF Securities Co., Ltd at Jinkai Avenue, Chongqing |
| 8 | Securities Business Department of GF Securities Co., Ltd at Sichuan North Road, Hongkou District, Shanghai | Securities Business Department of GF Securities Co., Ltd at Kongjiang Road, Shanghai |
| 9 | Securities Business Department of GF Securities Co., Ltd at Shengli South Road, Anshan | Securities Business Department of GF Securities Co., Ltd at Qianshan Middle Road, Anshan |
SIGNIFICANT EVENTS
| No. | Name after relocation | Name before relocation |
|---|---|---|
| 10 | Securities Business Department of GF Securities Co., Ltd at Gangxing Road, Dalian | Securities Business Department of GF Securities Co., Ltd at Renmin Road, Dalian |
| 11 | Securities Business Department of GF Securities Co., Ltd at Guanggang New Town, Guangzhou | Securities Business Department of GF Securities Co., Ltd at Jinyu 1st Street, Guangzhou |
| 12 | Securities Business Department of GF Securities Co., Ltd at Jiefang Road, Cangzhou | Securities Business Department of GF Securities Co., Ltd at Huanghe East Road, Cangzhou |
| 13 | Securities Business Department of GF Securities Co., Ltd at Hengqin International Financial Centre, Zhuhai | Securities Business Department of GF Securities Co., Ltd at Lovers South Road, Zhuhai |
| 14 | Zhuhai Branch of GF Securities Co., Ltd. | Relocation with name unchanged |
| 15 | Securities Business Department of GF Securities Co., Ltd at Hengqin, Zhuhai | Securities Business Department of GF Securities Co., Ltd at Hengqin Ring Road East, Zhuhai |
| 16 | Securities Business Department of GF Securities Co., Ltd at Fanfa Business Building, Panyu Square, Guangzhou | Securities Business Department of GF Securities Co., Ltd at East Ring Road, Panyu, Guangzhou |
| 17 | Securities Business Department of GF Securities Co., Ltd at Beijing Middle Road, Urumqi | Securities Business Department of GF Securities Co., Ltd at Beijing South Road, Urumqi |
| 18 | Securities Business Department of GF Securities Co., Ltd at Ning’an Street, Yinchuan | Securities Business Department of GF Securities Co., Ltd at Minzu South Street, Yinchuan |
| 19 | Securities Business Department of GF Securities Co., Ltd at Shunjing Avenue, Suizhou | Securities Business Department of GF Securities Co., Ltd at Lieshan Avenue, Suizhou |
| 20 | Securities Business Department of GF Securities Co., Ltd at Huanshan Road, Yantai | Relocation with name unchanged |
| 21 | Securities Business Department of GF Securities Co., Ltd at Poly International Financial Center, Daliang, Shunde, Foshan | Securities Business Department of GF Securities Co., Ltd at Nanguo East Road, Shunde, Foshan |
| 22 | Securities Business Department of GF Securities Co., Ltd at Jinkeqiao Avenue, Shaoxing | Securities Business Department of GF Securities Co., Ltd at Keqiao Hu East Road, Shaoxing |
Annual Report 2025
SIGNIFICANT EVENTS
| No. | Name after relocation | Name before relocation |
|---|---|---|
| 23 | Securities Business Department of GF Securities Co., Ltd at Wenchang Road 1, Huizhou | Securities Business Department of GF Securities Co., Ltd at Wenming Road 1, Huizhou |
| 24 | Securities Business Department of GF Securities Co., Ltd at Chaozhou Avenue, Chaozhou | Securities Business Department of GF Securities Co., Ltd at Chaofeng Road, Chaozhou |
| 25 | Securities Business Department of GF Securities Co., Ltd at Shiwan, Chancheng, Foshan | Securities Business Department of GF Securities Co., Ltd at Lingnan Avenue North, Foshan |
| 26 | Securities Business Department of GF Securities Co., Ltd at Jiwen Road, Baoshan District, Shanghai | Securities Business Department of GF Securities Co., Ltd at Gubei Road, Shanghai |
| 27 | Securities Business Department of GF Securities Co., Ltd at Dongcheng, Dongguan | Relocation with name unchanged |
| 28 | Securities Business Department of GF Securities Co., Ltd at Xiashan, Chaonan, Shantou | Relocation with name unchanged |
(2) New branch companies and securities business departments
During the Reporting Period, the Company newly established 1 securities business department, namely Securities Business Department of GF Securities Co., Ltd at Suzhou Avenue East, Suzhou, and changed Securities Business Department of GF Securities Co., Ltd at Wantou Road, Ningbo to Ningbo Branch of GF Securities Co., Ltd.
(3) Changes in subsidiaries
For the changes of subsidiaries, please refer to “71.4 Newly established subsidiaries” of the Notes to the Consolidated Financial Statements.
The above establishment, revocation and disposal activities have no material impact on the Company’s performance.
4. Major asset disposal, acquisition, replacement and divestment
During the Reporting Period, there was no material disposal, acquisition, replacement or divestment of assets or equity by the Company.
SIGNIFICANT EVENTS
5. Restructuring of other companies
N/A
IX. SIGNIFICANT LITIGATION AND ARBITRATION
| Basic information on litigation (arbitration) | Amount involved (RMB' 0,000) | Whether estimated liabilities will be generated | Progress of litigation (arbitration) |
|---|---|---|---|
| Plaintiffs: Chen Weifu (陳衛福), Xu Xilong (徐君龍) and others | The amount involved in the litigation case for the Company remains uncertain | Yes | On December 31, 2024, the Intermediate People's Court of Shenzhen City issued the Notice for the Registration of Rights in the Special Representative Litigation of the Intermediate People's Court of Shenzhen City of Guangdong Province (《廣東省深圳市中級人民法院特務代表人訴訟權利登記公告》). The notice stated that on December 30, 2024, China Securities Investor Services Center accepted special authorization from Xu Xilong and other 60 rights holders to apply to the Intermediate People's Court of Shenzhen City to participate in the litigation case as a representative. The Intermediate People's Court of Shenzhen City will apply the special representative litigation procedure to hear the litigation case and has issued a notice for the registration of rights in the special representative litigation. On October 11, 2025, the Intermediate People's Court of Shenzhen City held a hearing on this case. |
| Litigation representative: China Securities Investor Services Center | |||
| Defendants: Wang Yingyan (王經燕), Xu Jing (徐晶), Misho Ecology & Landscape Co., Ltd. (美商生態景觀股份有限公司), GF Securities, Dongxing Securities Co., Ltd. (東興證券股份有限公司), Tianheng Certified Public Accountants (Special General Partnership) (天衡會計師事務所(特殊普通合夥)), Jonten Certified Public Accountants (Special General Partnership) (中天運會計師事務所(特殊普通合夥)), AllBright Law Offices (上海市錦天城律師事務所), Jincheng Tongda & Neal Law Firm (北京金誠同達律師事務所), Qian Renyong (錢仁勇), Wu Yundi (吳運綸), Ji Bin (季斌), Zhou Fangrong (周芳蓉), Hui Feng (惠峰), Long Jun (龍俊), Shi Chenghua (石成華), Jiang Renli (江仁利), Chen Xiaolong (陳曉龍), Yu Xiaojun (俞嚴軍) and Xu Zhonghua (許中華) | |||
| Cause of Action: Disputes of securities misrepresentation liability | |||
| Litigation method: Special representative litigation | |||
| Plaintiffs' Claims: An order for Wang Yingyan to compensate for the investment losses and compensate the litigation representatives for notification fees, and an order for the other defendants to bear joint and several liability for the above claims. |
SIGNIFICANT EVENTS
For details and progress of the above material litigation, please refer to the Announcement on Material Litigation of GF Securities Co., Ltd. (Announcement No. 2024-058), the Announcement on Material Litigation of GF Securities Co., Ltd. (Announcement No. 2024-059), the Announcement on Progress on a Material Litigation of GF Securities Co., Ltd. (Announcement No. 2024-062) and the Announcement on Progress on a Material Litigation of GF Securities Co., Ltd. (Announcement No. 2024-063) disclosed by the Company on the website of Shenzhen Stock Exchange (www.szse.cn) and the website of CNINFO (www.cninfo.com.cn) on December 17, December 21 and December 31, 2024 and January 1, 2025, respectively, as well as the announcements on material litigation and the announcements on progress on a material litigation disclosed by the Company on the website of the Hong Kong Stock Exchange on December 17, December 20, December 30 and December 31, 2024, respectively.
Except for the above material litigation, as of December 31, 2025, the Group was involved in 1,135 litigation and arbitration cases (including those initiated against and by the Group) pending final judgment or ruling or completion of execution, involving a total amount of claims at approximately RMB12.646 billion. Among which, 94 cases were initiated by the Group, involving a total amount of claims at approximately RMB9.048 billion; and 1,041 cases were initiated against the Group, involving a total amount of claims at approximately RMB3.598 billion. The Group has made a provision of approximately RMB27 million in relation to the above litigation or arbitration as of December 31, 2025.
X. PENALTY AND RECTIFICATION
- In January 2025, the Company and the relevant sponsor received the Decision on Issuing a Warning Letter to GF Securities Co., Ltd. (《關於對廣發證券股份有限公司採取出具警示函措施的決定》) (CSRC Regulatory Measures Decision [2025] No. 1) and the Decision on Conducting a Regulatory Interview with Yang and Zhao (《關於對楊某某、趙某採取監管談話措施的決定》) (CSRC Regulatory Measures Decision [2025] No. 4) from the CSRC, respectively. Such decisions pointed out that North Long Dragon New Materials Tech Co., Ltd. (北方長龍新材料技術股份有限公司), which was sponsored by the Company, recorded a loss in the year of its issuance and listing.
In this regard, the Company seriously reflected on the continuous strengthening of research and judgment on the industry in the investment banking business, focused on the development prospects and growth of the industry, and timely followed up to understand the future performance of the projects under review.
- In August 2025, the Company received the Decision on Disciplinary Action against GF Securities Co., Ltd. and Relevant Parties (Shen Zheng Hui [2025] No. 307) (《關於對廣發證券股份有限公司及相關當事人給予紀律處分的決定》(深證會[2025]307號)) from Shenzhen Stock Exchange, which pointed out that the Company had failed to perform its duties with due diligence in the sponsorship business for non-public offering of shares of Misho Ecology & Landscape Co., Ltd. (美尚生態景觀股份有限公司) in 2018. Shenzhen Stock Exchange imposed sanctions of public censure on the Company, and imposed sanctions of public censure on the relevant sponsor representatives, Wang and Yang, and also a twelve-month ban on accepting documents issued by them.
SIGNIFICANT EVENTS
In this regard, the Company deeply reflected on the deficiencies in the past practice, continued to follow the business philosophy of compliance and prudence, further strengthened the internal control mechanism of investment banking business, improved the awareness of standard operation, and earnestly fulfilled its due diligence obligations, so as to comprehensively improve the quality of investment banking business.
- In September 2025, the Company received the Decision on the Order of Rectification Measures Against GF Securities Co., Ltd. (Letter of Decision of Administrative Regulatory Measures from Guangdong Bureau of the CSRC [2025] No. 93) («關於對廣發證券股份有限公司採取責令改正措施的決定》(廣東證監局行政監管措施決定書[2025] 93 號)) from Guangdong Bureau of the CSRC, which pointed out that some securities analysts of the Company were spreading false information in WeChat groups, reflecting inadequate management of the Company's employees. At the same time, the analyst, Yi, received the Decision on Taking Regulatory Interview Measures Against Yi (Letter of Decision of Administrative Regulatory Measures from Guangdong Bureau of the CSRC [2025] No. 92) («關於對逃某採取監管談話措施的決定》(廣東證監局行政監管措施決定書[2025]92 號)).
In this regard, the Company earnestly summarized and reflected on it, optimized relevant management mechanism, and took accountability measures against relevant responsible personnel.
- In November 2025, Securities Business Department of the Company at Sichuan North Road in Hongkou District of Shanghai received the Decision on Issuing a Warning Letter to the Securities Business Department of GF Securities Co., Ltd. at Sichuan North Road, Hongkou District, Shanghai (Hu Zheng Jian Jue [2025] No. 236) («關於對廣發證券股份有限公司上海虹口區四川北路證券營業部採取出具警示函措施的決定》(滬證監決[2025]236 號)) from Shanghai Bureau of the CSRC, which pointed out that some employees of the securities business department provided customers with promotional materials that were not offered uniformly by the Company in the course of their selling financial products on an agency basis, reflecting failure of the securities business department to strictly regulate the practice behaviors of employees and the inadequate compliance management.
In this regard, the securities business department learned from the experience, earnestly organized rectification, and took accountability measures against relevant responsible personnel.
XI. INTEGRITY OF THE COMPANY AND ITS CONTROLLING SHAREHOLDER AND DE FACTO CONTROLLER
During the Reporting Period, the Company did not have valid court judgments pending for execution or relatively large amount of outstanding debt pending for payment.
The Company did not have controlling shareholder or de facto controller. The largest shareholder of the Company, Jilin Aodong, and its de facto controller did not have any valid court judgment pending for execution or relatively large amount of outstanding debt pending for payment during the Reporting Period.
SIGNIFICANT EVENTS
XII. MAJOR RELATED/CONNECTED TRANSACTIONS
1. Related/Connected Transactions Relating to Day-to-day Operations
The related/connected transactions of the Group are conducted pursuant to the SZSE Listing Rules, Hong Kong Listing Rules, Connected Transaction Management Rules and Information Disclosure Management Rules of the Company, and the related/connected transactions of the Group observe the fair and reasonable principles, and the agreements on related/connected transactions were entered into under the principles of equality, willingness, pricing equality and compensation.
The continuing related/connected transactions relating to day-to-day operations are transactions in which the Group provides investment banking, wealth management, trading, institutional and investment management services to the related/connected parties.
In 2025, our day-to-day related/connected transactions were executed subject to the Proposal on Estimates of Annual Day-to-day Related/Connected Transactions in Year 2025 of the Company passed by the 2024 Annual General Meeting upon deliberation.
The investment banking, wealth management, trading, institutional and investment management services in respect of day-to-day operations provided by the Group to related/connected persons were conducted in the ordinary and usual course of business and on normal commercial terms, and they were exempt continuing connected transactions under the Hong Kong Listing Rules, namely the de minimis transactions, and such transactions were exempt from the requirements of reporting, announcement and approval by independent shareholders under Chapter 14A of the Hong Kong Listing Rules. There is no other related party transaction or continuing related party transaction set out in Note 66 of the Notes to the Consolidated Financial Statements that falls into the category of connected transactions or continuing connected transactions that need to be disclosed under the Hong Kong Listing Rules.
During the Reporting Period, the Company did not have related/connected transactions with any related/connected party with aggregated transaction amount of over RMB30 million and accounting for more than 5% of its latest audited net asset value during its normal and ordinary business.
2. Related/Connected Transactions in respect of Acquisition and Sale of Assets or Equity Interest
As at the end of the Reporting Period, the Company did not have any major related/connected transactions in respect of acquisition and sale of assets or equity interest.
SIGNIFICANT EVENTS
- Related/Connected Transactions in respect of Joint External Investment
During the Reporting Period, the Company did not have any related/connected transactions in respect of joint external investment.
- Amount due to or from Related Parties
Amount due to or from Related Parties under the SZSE Listing Rules
Unit: RMB
| Item Name | Related Party | Amount as of the end of the period | Amount as of the beginning of the period |
|---|---|---|---|
| Commission receivable from exchange trading units leasing and distributing financial products etc. | E Fund Management Co., Ltd. | 31,120,267.22 | 12,968,107.23 |
| Receivable from project investment deposit | Yuemin Investment Alternative Investment (Zhuhai Hengqin) Co., Ltd. (粤民投另類投資(珠海橫琴)有限公司) | 15,000,000.00 | — |
| Short-term structured notes payable | Liaoning Chengda Biotechnology Co., Ltd. | 199,821,342.39 | 100,522,871.65 |
| Short-term structured notes payable | Shenzhen Chengda Biological Investment Co., Ltd. | 110,761,489.02 | 70,483,345.58 |
During the Reporting Period, the amounts due to or from related parties mentioned above facilitated the Company to expand its operations in the ordinary course of business and increase profit opportunities, and were implemented at fair prices and would not harm the interests of the Company and its shareholders.
During the Reporting Period, the Company did not have any non-operational amount due to or from related parties.
- Transactions with Related Financial Companies
N/A
- Transactions between Financial Companies Controlled by the Company and Related Parties
N/A
- Other Material Related/Connected Transactions
No other material related/connected transactions occurred during the Reporting Period.
SIGNIFICANT EVENTS
XIII. MAJOR CONTRACTS AND THEIR PERFORMANCE
1. Custody, Contracting and Leases
(1) Custody
There was no occurrence of any custody event of the Company during the Reporting Period.
(2) Contracting
During the Reporting Period, the Company had no contracting project with profit or loss representing more than 10% of the Company’s total profit for the Reporting Period.
(3) Leases
During the Reporting Period, the Company had no leasing project with profit or loss representing more than 10% of the Company’s total profit for the Reporting Period.
SIGNIFICANT EVENTS
2. Material Guarantees
During the Reporting Period, the Company had no material guarantees. The guarantees of the Company and its subsidiaries are as follows:
Unit: RMB* 0,000
External Guarantees Provided by the Company and Its Subsidiaries (Excluding Guarantees Provided to Subsidiaries)
| Name of the Guaranteed Party | Date of Disclosure of Guarantee | Guarantee Provided to Related Parties or Not | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount on the Relevant Announcement | Amount of Guarantee | Actual Date of Occurrence | Actual Amount of Guarantee | Type of Guarantee | Collaterals | Counter Guarantee | Term of Guarantee | Performance Fulfilled or Not | |||
| Nil | - | - | - | - | - | - | - | - | - | ||
| Total amount of external guarantees approved during the Reporting Period (A1) | 0 | Total actual amount of external guarantees provided during the Reporting Period (A2) | 0 | ||||||||
| Total amount of external guarantees approved as at the end of the Reporting Period (A3) | 0 | Total actual balance of external guarantees as at the end of the Reporting Period (A4) | 0 |
SIGNIFICANT EVENTS
Guarantees Provided to Subsidiaries by the Company
| Name of the Guaranteed Party | Date of Disclosure of Guarantee Amount on the Relevant Announcement | Amount of Guarantee | Actual | Performance Fulfilled or Not | Guarantee Provided to Related Parties or Not | ||||
|---|---|---|---|---|---|---|---|---|---|
| Actual Date of Occurrence | Amount of Guarantee | Type of Guarantee | Collaterals | Counter Guarantee | |||||
| GF Financial Markets (UK) Limited (the Company undertook guarantee liabilities to the extent of the amount of the financing letters of guarantee (or standby letters of credit) ultimately and actually signed) | March 29, 2025 | A cumulative balance of not more than US$140 million | September 13, 2021 | US$7,000 | Joint and several guarantee | - | - | Until August 14, 2025 | Yes |
| August 22, 2024 | US$2,500 | Joint and several guarantee | - | - | Until August 22, 2025 | Yes | |||
| November 25, 2024 | US$4,500 | Joint and several guarantee | - | - | Until November 14, 2025 | Yes | |||
| August 15, 2025 | US$7,000 | Joint and several guarantee | - | - | Until August 14, 2030 | No | |||
| September 11, 2025 | US$2,500 | Joint and several guarantee | - | - | Until September 11, 2026 | No | |||
| November 17, 2025 | US$4,500 | Joint and several guarantee | - | - | Until November 17, 2026 | No | |||
| GF Financial Holdings BV Ltd. | September 13, 2024 | The Company provided unconditional and irrevocable guarantee for the repayment obligations under the Offshore Bonds of US$300 million, and the scope of guarantee included the principal of the bonds, the corresponding interest, the Offshore Bonds and other payment obligations under the trust deed. | September 12, 2024 | US$30,000 | Joint and several guarantee | - | - | Until September 12, 2027 | No |
SIGNIFICANT EVENTS
| Name of the Guaranteed Party | Date of Disclosure of Guarantee Amount on the Relevant Announcement | Guarantees Provided to Subsidiaries by the Company | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | Amount of Guarantee | Actual Date of Occurrence | Actual Amount of Guarantee | Type of Guarantee | Collaterals | Counter Guarantee | Term of Guarantee | Performance Fulfilled or Not | Guarantee Provided to Related Parties or Not | | | March 14, 2025 | The Company provided unconditional and irrevocable guarantees for the repayment obligations under the Offshore Bonds of US$300 million and RMB800 million, and the scope of guarantees included the principal of the bonds, the corresponding interest, the Offshore Bonds and other payment obligations under the trust deed. | March 13, 2025 | US$30,000 & RMB80,000 | Joint and several guarantee | - | - | Until March 13, 2028 | No | No | | Total amount of guarantees provided to subsidiaries approved during the Reporting Period (B1) | | | 98,403.20 | Total actual amount of guarantees provided to subsidiaries during the Reporting Period (B2) | | | | | | 754,764.80 | | Total amount of guarantees provided to subsidiaries approved as at the end of the Reporting Period (B3) | | | 656,361.60 | Total actual balance of guarantees provided to subsidiaries as at the end of the Reporting Period (B4) | | | | | | 656,361.60 |
SIGNIFICANT EVENTS
| Name of the Guaranteed Party | Date of Disclosure of Guarantee Amount on the Relevant Announcement | Guarantees among Subsidiaries | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Amount of Guarantee | Actual Date of Occurrence | Amount of Guarantee | Type of Guarantee | Collaterals | Counter Guarantee | Term of Guarantee | Performance Fulfilled or Not | Guarantee Provided to Related Parties or Not | ||
| GF Global Capital Limited (GFHK provided guarantee to it) | May 6, 2024 | Provide performance guarantee to the guaranteed party in respect of the issue of structured notes with a total size of no more than US$4 billion (or its equivalent in other currencies), subject to a guarantee amount of no more than US$4 billion (or its equivalent in other currencies) | May 6, 2024 | 4,794,431.03 | Joint and several guarantee | - | - | According to provisions of agreement | No | No |
| Total amount of guarantees provided to subsidiaries approved during the Reporting Period (C1) | 0 | Total actual amount of guarantees provided to subsidiaries during the Reporting Period (C2) | 4,794,431.03 | |||||||
| Total amount of guarantees provided to subsidiaries approved as at the end of the Reporting Period (C3) | 2,811,520.00 | Total actual balance of guarantee provided to subsidiaries as at the end of the Reporting Period (C4) | 1,981,928.83 |
SIGNIFICANT EVENTS
Total Amount of Guarantees Provided by the Company (i.e. the total of the first three major items)
| Total amount of guarantees approved during the Reporting Period (A1+B1+C1) | 90,403.20 | Total actual amount of guarantees provided during the Reporting Period (A2+B2+C2) | 5,549,195.83 |
|---|---|---|---|
| Total amount of guarantees approved as at the end of the Reporting Period (A3+B3+C3) | 3,467,881.60 | Total actual balance of guarantees provided as at the end of the Reporting Period (A4+B4+C4) | 2,638,290.43 |
| Total actual amount of guarantees (i.e. A4+B4+C4) as a percentage of the net assets of the Company | 16.90% | ||
| Including: | |||
| Balance of guarantees provided to shareholders, de facto controller and their related parties (D) | 0 | ||
| Balance of debt guarantees provided directly or indirectly to the guaranteed parties with a gearing ratio over 70% (E) | 2,638,290.43 | ||
| Amount of total guarantees above 50% of net assets (F) | 0 | ||
| Total amount of the above three guarantees (D+E+F) | 2,638,290.43 | ||
| For outstanding guarantees, description on the guarantee liabilities occurred or possible joint and several liabilities of repayment demonstrated during the Reporting Period (if any) | No | ||
| Description on the provision of external guarantee with non-compliance in required procedures (if any) | No | ||
| Other descriptions | In February 2018, the board of directors of GFHK resolved that it agreed to provide guarantees for its wholly-owned subsidiary, GF Global Capital Limited, to the counterparties under the agreements such as ISDA and GMRA. As of December 31, 2025, the amount of such guarantee was approximately US$18.6245 million. |
Note 1: Calculated by the central parity exchange rates of Hong Kong dollar to Renminbi at 1: 0.90322, US dollar to Renminbi at 1: 7.0288, Singapore dollar to Renminbi at 1:5.4586 and Australian dollar to Renminbi at 1:4.6892 published by the People's Bank of China on December 31, 2025.
Note 2: "Balance of debt guarantees provided directly or indirectly to the guaranteed parties with a gearing ratio over 70% (E)" in the table above is filled based on the balance of guarantee when the gearing ratio of the guaranteed party exceeds 70% at the time of consideration of related proposals by the authorized organizations of the Company and subsidiaries.
SIGNIFICANT EVENTS
- Cash asset management conducted by other entrusted parties
(1) Entrusted wealth management
The Company was not engaged in entrusted wealth management during the Reporting Period.
(2) Entrusted loans
Summary of entrusted loans during the Reporting Period
Unit: RMB* 0,000
| Risk characteristics of entrusted loans | Balance of entrusted loans during the Reporting Period | Unrecovered overdue amount | ||||||
|---|---|---|---|---|---|---|---|---|
| The credit risk shall be borne by the principal. | 1,406.41 | 1,406.41 | ||||||
| Unit: RMB* 0,000 | ||||||||
| Borrower | Type of borrower | Loan interest rate | Loan amount | Start date | End date | Actual profit/loss amount in the Reporting Period | Actual profit/loss recovered in the Reporting Period | Summary of events and related search index (if any) |
| Pingdingshan Shunyi Farming Co., Ltd. | Agricultural, forestry, farming and fishery industries | 8.00% | 1,800.00 | October 13, 2017 | April 13, 2021 | 0.00 | 0.00 | Nil |
| Total | 1,800.00 | - | - | 0.00 | - | - |
The unrecovered overdue entrusted loans have been fully provided for impairment in previous years.
SIGNIFICANT EVENTS
4. Other major contracts
During the Reporting Period, the Company had no other major contracts.
XIV. USE OF PROCEEDS
1. General use of proceeds
There was no use of proceeds from the issue of A Shares of the Company during the Reporting Period.
The use of proceeds from the issue of H Shares of the Company during the Reporting Period is set out below:
The Company issued H Shares which were listed on the Main Board of the Hong Kong Stock Exchange on April 10, 2015 after being approved by the CSRC on March 5, 2015 by issuing the Reply for Approving GF Securities Co., Ltd. to Issue Overseas Listed Foreign Shares (Zheng Jian Xu Ke [2015] No. 347), and being approved at the 8th meeting of the eighth session of the Board of Directors and the second extraordinary general meeting in 2014 of the Company. A total of 1,479,822,800 H Shares were issued at the price of HKD18.85 per share through both public offering and international placement. Subsequently, the Company issued 221,973,400 additional H Shares at the price of HKD18.85 per share on April 13, 2015 because of the exercise of the over-allotment option. Through this offering, the Company issued a total of 1,701,796,200 H Shares and raised a total of HKD32.079 billion. The net amount was approximately RMB25.059 billion after settlement of exchange and deduction of the issuance cost.
According to the H Share Prospectus of the Company, about 50% of the net proceeds raised from the issuance of H Shares would be used for the wealth management business, about 20% for the investment management business, investment banking business and transaction and institutional business, and about 30% for the international business. The above raised net proceeds would be used for replenishing the working capital and investing in the assets with good liquidity in the short term to preserve or increase the value, when they were temporarily not required for the above purposes.
As of December 31, 2025, RMB12.504 billion out of the proceeds raised from the issuance of H Shares was used for the wealth management business to mainly develop margin financing and securities lending business and build a strategic Internet financial platform and wealth management platform; RMB4.986 billion was used for the investment management business, investment banking business and transaction and institutional business to mainly increase the asset size under the investment management, increase input into the seed funds, innovate and develop investment management products, and participate in various financial products markets as a market maker and provide liquidity support; RMB7.569 billion was used for the international business to mainly increase input into the investment management, transaction and institution businesses in Hong Kong. The Company has used up all the proceeds from the H Shares issuance pursuant to the H Share prospectus.
SIGNIFICANT EVENTS
- Use of proceeds from issuance of corporate bonds by the Company during the Reporting Period and use of proceeds before and until the Reporting Period
Unit: RMB' 0,000
| Year of raising funds | Way of raising funds | Total proceeds | Total proceeds used during the period | Total proceeds used cumulatively |
|---|---|---|---|---|
| 2024 | Non-public issuance of short-term corporate bonds for professional investors | 2,100,000 | 1,100,000 | 2,100,000 |
| 2024 | Public issuance of corporate bonds for professional investor | 2,550,000 | 1,360,000 | 2,550,000 |
| 2024 | Non-public issuance of corporate bonds for professional investor | 710,000 | 420,000 | 710,000 |
| 2025 | Public issuance of short-term corporate bonds for professional investor | 3,500,000 | 3,065,000 | 3,065,000 |
| 2025 | Non-public issuance of short-term corporate bonds for professional investor | 2,389,000 | 2,389,000 | 2,389,000 |
| 2025 | Public issuance of corporate bonds for professional investor | 2,640,000 | 2,640,000 | 2,640,000 |
| 2025 | Public issuance of subordinated bonds for professional investor | 1,661,000 | 1,661,000 | 1,661,000 |
| 2025 | Non-public issuance of corporate bonds for professional investor | 220,000 | 220,000 | 220,000 |
| Total | 15,770,000 | 12,855,000 | 15,335,000 |
- Description of general use of proceeds
The Company used the proceeds and managed unused proceeds strictly in accordance with the purposes stipulated in the prospectus. There was no change in the use of the above proceeds from bonds during the Reporting Period.
SIGNIFICANT EVENTS
XV. PARTICULARS OF OTHER SIGNIFICANT ISSUES
(I) The Resolution on the Amendments to the Articles of Association of GF Securities Co., Ltd. was considered and approved at the 2025 first extraordinary general meeting of the Company held on February 13, 2025. On February 28, 2025, the Company published the Announcement on Completion of Change in Business Scope Under Industrial and Commercial Registration. Pursuant to the Reply on the Approval of the Qualification for Market Making Business for Listed Securities of GF Securities Co., Ltd. (Zheng Jian Xu Ke [2024] No. 1628) («關於核准廣發證券股份有限公司上市證券做市交易業務資格的批覆» (證監許可[2024]1628號)) from the CSRC, the Company amended the relevant provisions in relation to the scope of business under the Articles of Association, completed the change in business scope under industrial and commercial registration, and received the revised Business License issued by Guangdong Administration for Market Regulation. The revised business scope covers: securities business, sales of public securities investment funds, provision of futures intermediary services for futures companies; and securities investment fund custodian. (For projects subject to approval in accordance with laws, such operating activities can only be conducted upon being approved by relevant departments. Specific operating projects shall be subject to approval document or permit issued by relevant departments).
(II) On September 19, 2025, the Company published the Announcement on the Receipt of No Comment Letter on the Non-public Issuance of Exchangeable Corporate Bonds by Shareholders Holding more than 5% of the Shares in Compliance with the Conditions for Listing on the Shenzhen Stock Exchange («關於持股5%以上股東非公開發行可交換公司債券收到符合深圳證券交易所掛牌條件無異議函的公告»). The Company received a notice from Liaoning Chengda, a shareholder holding more than 5% of the shares, stating that Liaoning Chengda had received the No Comment Letter on the Non-public Issuance of Exchangeable Corporate Bonds by Liaoning Chengda Co., Ltd. in Compliance with the Conditions for Listing on the SZSE from the SZSE. Pursuant to the No Comment Letter, Liaoning Chengda applied to confirm that the non-public issuance of exchangeable corporate bonds by Liaoning Chengda Co., Ltd. to professional investors with a nominal amount of no more than RMB2.8 billion in 2025 met the conditions for listing on the SZSE, and the SZSE had no comment thereon. Subsequently, in November 2025 and December 2025, Liaoning Chengda completed two rounds of non-public issuance of exchangeable corporate bonds to professional institutional investors amounting to RMB2.80 billion.
(III) Pursuant to the resolutions of the second EGM in 2025 and the 12th Meeting of the 11th Session of the Board of Directors on January 6, 2026 (after trading hours), the Company entered into a placing agreement with the placing agent and, on the same day, entered into a subscription agreement with the managers. On January 7, 2026, the Company published the Announcement on the Placing of New H Shares and the Issuance of H Share Convertible Bonds under the General Mandate. The Company proposed to place 219,000,000 new H shares to be issued by the Company (the "H Share Placing") to eligible independent investors at a placing price of HK$18.15 per share, and to issue bonds with an aggregate principal amount of HK$2,150 million which are convertible into H shares of the Company (the "H Share Convertible Bond Issuance") (together, the "Issuance"). On January 6, 2026 (being the date on which the terms of the Issuance were determined), the closing price of the Company's H Shares on the Hong Kong Stock Exchange was HK$19.81 per share.
SIGNIFICANT EVENTS
The Issuance was completed on January 14, 2026. A total of 219,000,000 placing shares were successfully placed to not less than six places (being independent professional, institutional and/or other investors) at a placing price of HK$18.15 per placing share. Concurrently, the issuance of H-Share Convertible Bonds with an aggregate principal amount of HK$2,150 million was completed. Subject to the terms and conditions, the H-Share Convertible Bonds may be converted into H shares of the Company under the relevant circumstances, with an initial conversion price of HK$19.82 per H share (subject to adjustment). Assuming full conversion of the bonds at the initial conversion price of HK$19.82 per H share, the H-Share Convertible Bonds would be convertible into approximately 108,476,287 H shares of the Company.
The gross proceeds from the H Share placing are approximately HK$3,975 million. After deducting commissions and estimated expenses, the net proceeds from the placing are approximately HK$3,959 million (representing a net issue price of approximately HK$18.08 per H Share). The aggregate principal amount of the H Share convertible bonds is HK$2,150 million. After deducting commissions and estimated expenses, the net proceeds from the issuance of the H Share convertible bonds are approximately HK$2,154 million (representing, based on the initial conversion price, a net issue price of approximately HK$19.86 per conversion share). The Company intends to apply the proceeds from the issuance to make capital contributions to its overseas subsidiaries in order to support the international business development of the Group, including but not limited to: supporting the cross-border trading and institutional business and cross-border investment banking business of its overseas subsidiaries, providing liquidity support to such overseas subsidiaries and supplementing the working capital of the overseas subsidiaries. Subject to the consent of the relevant regulatory authorities, the Company expects that the net proceeds from the issuance will be used to make capital contributions to its overseas subsidiaries on or before 31 December 2027. After the capital contributions to the overseas subsidiaries, the intended use of the net proceeds is as follows: (1) approximately 70% will be used to support the development of the international business of the overseas subsidiaries, including cross-border trading and institutional business and cross-border investment banking business, and to enhance cross-border integrated service capabilities such as diversified product innovation and the development of connectivity channels; (2) approximately 25% will be used to provide liquidity support to the overseas subsidiaries, repay part of the liabilities of the overseas subsidiaries, safeguard liquidity security and reduce financing costs; and (3) approximately 5% will be used to supplement the working capital requirements of the overseas subsidiaries and for general corporate purposes. The timetable for the use of the net proceeds will be determined after the capital contribution matters have obtained the consent of the relevant regulatory authorities.
The Board considers that the issuance will enable the Company to implement the requirements for high-quality development, fully leverage the functional role of the securities industry and support the development of the real economy. The arrangements for the issuance will facilitate the Company in further expanding its international business, better serving the needs of the real economy and residents' cross-border wealth management, and fully leveraging the functional role of securities companies.
SIGNIFICANT EVENTS
Upon completion of the H Share Placing, the Company’s share capital was changed to RMB7,824,845,511, with a corresponding increase of RMB219,000,000 in the registered capital of the Company. The registered capital of the Company was changed from RMB7,605,845,511 to RMB7,824,845,511. On February 13, 2026, the Company accordingly amended the Articles of Association and completed the industrial and commercial change registration procedures for the increase in registered capital, and obtained the new Business License issued by the Guangdong Provincial Administration for Market Regulation.
On March 12, 2026, the Company held the 13th Meeting of the 11th Session of the Board of Directors, at which the Resolution on the Capital Increase to GF Holdings (Hong Kong) Corporation Limited was considered and approved. It is proposed to increase the capital of GFHK by no more than HK$6.101 billion, which can be completed in one lump sum or in batches according to the situation, and the funding source will be the proceeds from the issuance and the Company’s own funds. The aforesaid capital increase is subject to filing or approval from the relevant regulatory authorities.
For details, please refer to the relevant announcements published by the Company on the website of CNINFO (www.cninfo.com.cn) and the HKEXnews website of the Hong Kong Stock Exchange (www.hkexnews.hk).
XVI. SIGNIFICANT MATTERS FOR THE SUBSIDIARIES OF THE COMPANY
(I) On January 9, 2025, the Company published the Announcement on Increasing the Paid-up Capital of GF Holdings (Hong Kong) Corporation Limited to HK$10.337 billion, in which the Company has increased the capital of GFHK by HK$2.137 billion. After the capital increase, the paid-up capital of GFHK increased to HK$10.337 billion.
(II) On March 13, 2025, GF Financial Holdings BVI Ltd., a wholly-owned subsidiary of GFHK, which is in turn an overseas wholly-owned subsidiary of the Company, completed the issuance of 3-year floating rate offshore bonds in an amount of US$380,000,000 and 3-year fixed rate offshore bonds in an amount of RMB800,000,000, and the proceeds raised will be used for refinancing of existing indebtedness and general operating purposes. The aforementioned offshore bonds are listed and traded on Hong Kong Stock Exchange by way of issuance of debt securities solely for professional investors. The Company (as the guarantor) and CMB WING LUNG (TRUSTEE) LIMITED (as the trustee) entered into a guarantee agreement in respect of the aforementioned offshore bonds to provide unconditional and irrevocable guarantee for the issuer’s repayment obligations under the aforementioned offshore bonds, and the scope of guarantee included the principal of the bonds, the corresponding interest, the aforementioned offshore bonds and other payment obligations under the trust deed.
SIGNIFICANT EVENTS
(III) On March 21, 2025, GF Futures, a wholly-owned subsidiary of the Company, incorporated GF Futures (Singapore) Pte. Ltd., a wholly-owned subsidiary of GF Futures, in Singapore. The business scope of GF Futures (Singapore) is: brokers and dealers of commodities (excluding gold) and futures, and foreign exchange brokers and dealers. As of the date of this report, GF Futures (Singapore) has been granted a Capital Markets Services License by the Monetary Authority of Singapore, with the regulated activity being "Dealing in Capital Markets Products".
(IV) In order to further promote the business development of GF Financial Markets (UK), replenish liquidity and facilitate the implementation of globalization strategy of the Company, the Resolution on Provision of Guarantee for Overseas Loans of GF Financial Markets (UK) Limited by the Company (《關於公司為廣發金融交易(英國)有限公司境外貸款提供擔保的議案》) was considered and approved at the 7th meeting of the 11th session of the Board of Directors of the Company and the 2024 annual general meeting held on March 28, 2025 and May 16, 2025, respectively, pursuant to which it is agreed to apply to domestic commercial banks for the issuance of financing letters of guarantee (or standby letters of credit) amounting to not more than US$140 million in aggregate. The aforementioned financing letters of guarantee (or standby letters of credit) shall be no longer than 5 years, which provide guarantees for the GF Financial Markets (UK) for the application of liquidity loans to overseas commercial banks with a balance up to the corresponding amounts. The amount to be guaranteed by the Company shall be subject to the amount of the financing letters of guarantee (or standby letters of credit) ultimately and actually issued.
For details, please refer to the relevant announcements published by the Company on the website of CNINFO (www.cninfo.com.cn) and the HKEXnews website of the Hong Kong Stock Exchange (www.hkexnews.hk).
SIGNIFICANT EVENTS
XVII. CHANGES OF QUALIFICATIONS FOR INDIVIDUAL BUSINESSES DURING THE REPORTING PERIOD
For details, please refer to “V. Qualifications of Individual Businesses” of Section 1 in this report.
XVIII. ADMINISTRATIVE LICENSE DECISIONS MADE BY REGULATORY AUTHORITIES OR BUSINESS LICENSE NOTICES BY SELF-REGULATORY ORGANIZATIONS DURING THE REPORTING PERIOD
| No. | Regulatory Authority | Administrative license decisions or business license notices by self-regulatory organisations |
|---|---|---|
| 1 | SZSE | No Comment Letter on the Non-public Issuance of Corporate Bonds to Professional Investors by GF Securities Co., Ltd. in Compliance with the Conditions for Listing on the Shenzhen Stock Exchange (Shen Zheng Han [2025] No. 141) (關於廣發證券股份有限公司面向專業投資者非公開發行公司債券符合深交所掛牌條件的無異議函(深證函[2025]141號)) |
| 2 | CSRC | Approval for the Registration of Public Issuance of Short-term Corporate Bonds to Professional Investors by GF Securities Co., Ltd. (Zheng Jian Xu Ke [2025] No. 818) (關於同意廣發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]818號)) |
| 3 | CSRC | Approval for the Registration of Public Issuance of Corporate Bonds to Professional Investors by GF Securities Co., Ltd. (Zheng Jian Xu Ke [2025] No. 1214) (關於同意廣發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]1214號)) |
| 4 | SZSE | No Comment Letter on the Non-public Issuance of Short-term Corporate Bonds by GF Securities Co., Ltd. in Compliance with the Conditions for Listing on the Shenzhen Stock Exchange (Shen Zheng Han [2025] No. 871) (關於廣發證券股份有限公司非公開發行短期公司債券符合深交所掛牌條件的無異議函(深證函[2025]871號)) |
SIGNIFICANT EVENTS
| No. | Regulatory Authority | Administrative license decisions or business license notices by self-regulatory organisations |
|---|---|---|
| 5 | SZSE | No Comment Letter on the Non-public Issuance of Corporate Bonds by GF Securities Co., Ltd. in Compliance with the Conditions for Listing on the Shenzhen Stock Exchange (Shen Zheng Han [2025] No. 1067) (關於廣發證券股份有限公司非公開發行公司債券符合深交所掛牌條件的無異議函 (深證函[2025]1067號)) |
| 6 | CSF | Reply Letter on the Application to Participate in the Market-Making Securities Lending Business on the STAR Market (Zhong Zheng Jin Han [2025] No. 135) (關於申請參與科創板做市借券業務的複函(中證金函[2025]135號)) |
XIX. INDEX OF INFORMATION DISCLOSURE
During the Reporting Period, the Company published the following information in respect of A Shares (excluding the "Announcements on H Shares") in China Securities Journal, Securities Times, Shanghai Securities News and Securities Daily and disclosed the same on the website of CNINFO (www.cninfo.com.cn):
| No. | Matters of Announcement | Date of Publication |
|---|---|---|
| 1 | Announcement on the Increase of the Paid-in Capital of GFHK to HK$10.337 billion | January 9, 2025 |
| 2 | Announcement on the Resolutions of the 6th Meeting of the 11th Session of the Board of Directors | January 21, 2025 |
| 3 | Announcement on the Change of Use and Cancellation of the Repurchased A Shares | January 21, 2025 |
| 4 | Appendix to Resolutions of the 2025 First Extraordinary General Meeting, the 2025 First Class Meeting of A Shareholders and the 2025 First Class Meeting of H Shareholders | January 21, 2025 |
| 5 | Notices of the 2025 First Extraordinary General Meeting, the 2025 First Class Meeting of A Shareholders and the 2025 First Class Meeting of H Shareholders | January 21, 2025 |
| 6 | Articles of Association of GF Securities Co., Ltd. (Draft) | January 21, 2025 |
| 7 | Announcement on Reminder Notices of the 2025 First Extraordinary General Meeting, the 2025 First Class Meeting of A Shareholders and the 2025 First Class Meeting of H Shareholders | February 11, 2025 |
SIGNIFICANT EVENTS
| No. | Matters of Announcement | Date of Publication |
|---|---|---|
| 8 | Legal Opinion of Jia Yuan Law Offices on the 2025 First Extraordinary General Meeting, the 2025 First Class Meeting of A Shareholders and the 2025 First Class Meeting of H Shareholders of GF Securities Co., Ltd. | February 14, 2025 |
| 9 | Announcement on the Resolutions of the 2025 First Extraordinary General Meeting, the 2025 First Class Meeting of A Shareholders and the 2025 First Class Meeting of H Shareholders | February 14, 2025 |
| 10 | Announcement on Notice to Creditors Regarding the Cancellation of Repurchased A Shares and Reduction of Registered Capital | February 14, 2025 |
| 11 | Articles of Association of GF Securities Co., Ltd. | February 14, 2025 |
| 12 | Announcement on the Repurchase and Cancellation of A Shares and Changes in Shares | February 27, 2025 |
| 13 | Announcement on Completion of Change in Business Scope Under Industrial and Commercial Registration | February 28, 2025 |
| 14 | Announcement on Providing Guarantee for the Issuance of Offshore Bonds by Overseas Indirect Wholly-owned Subsidiary | March 14, 2025 |
| 15 | Announcement in Relation to 2024 Annual Results Presentation | March 28, 2025 |
| 16 | 2024 Statement of Occupation of Non-operating Funds and Fund Transactions with Other Related Parties | March 29, 2025 |
| 17 | Announcement in Relation to 2024 Profit Distribution Plan of GF Securities | March 29, 2025 |
| 18 | Announcement on the Resolutions of the 4th Meeting of the 11th Session of the Supervisory Committee | March 29, 2025 |
| 19 | Announcement on the Estimates of Daily Related/Connected Transactions of the Company for 2025 | March 29, 2025 |
| 20 | Internal Control Self-evaluation Report | March 29, 2025 |
| 21 | Assessment Report and Report on the Performance of Supervision Duties of the Audit Committee of the Board on the Performance of the Accounting Firm for the Year of 2024 | March 29, 2025 |
| 22 | Internal Control Audit Report | March 29, 2025 |
SIGNIFICANT EVENTS
| No. | Matters of Announcement | Date of Publication |
|---|---|---|
| 23 | Announcement on the Proposed Re-appointment of Accounting Firm | March 29, 2025 |
| 24 | Annual Duty Report of Independent Directors | March 29, 2025 |
| 25 | Audit Report for 2024 | March 29, 2025 |
| 26 | Annual Specific Audit Report on Capital Occupation of Related Party Transactions | March 29, 2025 |
| 27 | Announcement on the Resolutions of the 7th Meeting of the 11th Session of the Board of Directors | March 29, 2025 |
| 28 | Special Opinion of the Board on the Assessment of the Independence of Independent Directors | March 29, 2025 |
| 29 | 2024 Annual Report | March 29, 2025 |
| 30 | 2024 Sustainability and Environmental, Social and Governance (ESG) Report | March 29, 2025 |
| 31 | Announcement on Provision of Guarantee for Overseas Loans of GF Financial Markets (UK) Limited | March 29, 2025 |
| 32 | Summary of the 2024 Annual Report | March 29, 2025 |
| 33 | Announcement on New Borrowings Accumulated in the Year Exceeding 20% of Net Assets at the End of the Previous Year | April 8, 2025 |
| 34 | Announcement on Obtaining Approval from the CSRC for the Registration of Public Issuance of Short-term Corporate Bonds to Professional Investors | April 24, 2025 |
| 35 | Notice of the 2024 Annual General Meeting | April 25, 2025 |
| 36 | Appendix to Notice of the 2024 Annual General Meeting | April 25, 2025 |
| 37 | Announcement on the Resolutions of the 8th Meeting of the 11th Session of the Board of Directors | April 30, 2025 |
| 38 | 2025 First Quarterly Report | April 30, 2025 |
| 39 | Announcement on the Resolutions of the 5th Meeting of the 11th Session of the Supervisory Committee | April 30, 2025 |
SIGNIFICANT EVENTS
| No. | Matters of Announcement | Date of Publication |
|---|---|---|
| 40 | Articles of Association of GF Securities Co., Ltd. | May 7, 2025 |
| 41 | Announcement on the Completion of Registered Capital Change Registration and Amendments to Articles of Association | May 7, 2025 |
| 42 | Announcement on Reminder Notice of the 2024 Annual General Meeting | May 13, 2025 |
| 43 | Legal Opinion of Jia Yuan Law Offices on the 2024 Annual General Meeting of GF Securities Co., Ltd. | May 17, 2025 |
| 44 | Announcement on the Resolutions of the 2024 Annual General Meeting | May 17, 2025 |
| 45 | Announcement on Obtaining Approval from the CSRC for the Registration of Public Issuance of Corporate Bonds to Professional Investors | June 24, 2025 |
| 46 | Announcement on the Implementation of A Share Profit Distribution for 2024 | June 24, 2025 |
| 47 | Announcement on the Resolutions of the 9th Meeting of the 11th Session of the Board of Directors | August 30, 2025 |
| 48 | Announcement on the 2025 Interim Profit Distribution Plan | August 30, 2025 |
| 49 | 2025 Interim Financial Report | August 30, 2025 |
| 50 | Announcement on the Changes in Accounting Policies | August 30, 2025 |
| 51 | Summary of the Interim Report for 2025 | August 30, 2025 |
| 52 | Interim Statement of Occupation of Non-operating Funds and Fund Transactions with Other Related Parties | August 30, 2025 |
| 53 | Announcement on the Resolutions of the 6th Meeting of the 11th Session of the Supervisory Committee | August 30, 2025 |
| 54 | 2025 Interim Report | August 30, 2025 |
SIGNIFICANT EVENTS
| No. | Matters of Announcement | Date of Publication |
|---|---|---|
| 55 | Announcement on New Borrowings Accumulated in the Year Exceeding 20% of Net Assets at the End of the Previous Year | September 5, 2025 |
| 56 | Announcement on the Receipt of No Comment Letter on the Non-public Issuance of Exchangeable Corporate Bonds by Shareholders Holding more than 5% of the Shares in Compliance with the Conditions for Listing on the Shenzhen Stock Exchange | September 19, 2025 |
| 57 | Announcement on the Implementation of the 2025 Interim Profit Distribution for A Shares | October 16, 2025 |
| 58 | Announcement on the Resignation of Deputy General Manager of the Company | October 16, 2025 |
| 59 | Announcement on Share Guarantee and Trust Registration for the Completed Portion of the Non-public Issuance of Exchangeable Corporate Bonds by Shareholders Holding more than 5% of the Shares | October 18, 2025 |
| 60 | Announcement on the Resolutions of the 7th Meeting of the 11th Session of the Supervisory Committee | October 31, 2025 |
| 61 | 2025 Third Quarterly Report | October 31, 2025 |
| 62 | Announcement on the Resolutions of the 10th Meeting of the 11th Session of the Board of Directors | October 31, 2025 |
| 63 | Announcement on Completion of Non-public Issuance of Exchangeable Corporate Bonds (Phase I) by Shareholders Holding more than 5% of the Shares | November 5, 2025 |
| 64 | Notice of the 2025 Second EGM | November 7, 2025 |
| 65 | Announcement on the Completion of Partial Share Guarantee and Trust Registration for the Non-public Issuance of Exchangeable Corporate Bonds by Shareholders Holding more than 5% of the Shares | November 19, 2025 |
| 66 | Announcement on Reminder Notice of 2025 Second EGM | November 21, 2025 |
| 67 | Announcement on the Resolutions of the 2025 Second EGM | November 27, 2025 |
| 68 | Legal Opinion of Jia Yuan Law Offices, Beijing on the 2025 Second EGM of GF Securities Co., Ltd. | November 27, 2025 |
| 69 | Articles of Association (Draft) of GF Securities Co., Ltd. | December 2, 2025 |
| 70 | Rules of Procedure for General Meeting of GF Securities Co., Ltd. (Draft) | December 2, 2025 |
| 71 | Rules of Procedure for the Board of Directors of GF Securities Co., Ltd. (Draft) | December 2, 2025 |
SIGNIFICANT EVENTS
| No. | Matters of Announcement | Date of Publication |
|---|---|---|
| 72 | Announcement on the Resolutions of the 11th Meeting of the 11th Session of the Board of Director | December 2, 2025 |
| 73 | Announcement on the Resolutions of the 8th Meeting of the 11th Session of the Supervisory Committee | December 2, 2025 |
| 74 | Appendix to the Notice of the 2025 Third EGM, the 2025 Second Class Meeting of A Shareholders and the 2025 Second Class Meeting of H Shareholders | December 4, 2025 |
| 75 | Notice of the 2025 Third EGM, the 2025 Second Class Meeting of A Shareholders and the 2025 Second Class Meeting of H Shareholders | December 4, 2025 |
| 76 | Announcement on Reminder Notice of the 2025 Third EGM, the 2025 Second Class Meeting of A Shareholders and the 2025 Second Class Meeting of H Shareholders | December 19, 2025 |
| 77 | Articles of Association of GF Securities Co., Ltd. | December 24, 2025 |
| 78 | Legal Opinion of Jia Yuan Law Offices, Beijing on the 2025 Third EGM, the 2025 Second Class Meeting of A Shareholders and the 2025 Second Class Meeting of H Shareholders of GF Securities Co., Ltd. | December 24, 2025 |
| 79 | Rules of Procedure for General Meeting of GF Securities Co., Ltd. | December 24, 2025 |
| 80 | Announcement on the Resolutions of the 2025 Third EGM, the 2025 Second Class Meeting of A Shareholders and the 2025 Second Class Meeting of H Shareholders | December 24, 2025 |
| 81 | Rules of Procedure for the Board of Directors of GF Securities Co., Ltd. | December 24, 2025 |
| 82 | Announcement on the Completion of Non-public Issuance of Exchangeable Corporate Bonds (Tranche 2) by Shareholders Holding more than 5% of the Shares | December 30, 2025 |
SIGNIFICANT EVENTS
During the Reporting Period, the Company disclosed the following information on H Shares (excluding “Overseas Regulatory Announcements”) on the HKEXnews website of the Hong Kong Stock Exchange (www.hkexnews.hk):
| No. | Matters of Announcement | Date of Publication |
|---|---|---|
| 1 | Monthly Return of Equity Issuer on Movements in Securities for the month ended 31 December 2024 | January 2, 2025 |
| 2 | The Change of Use and Cancellation of the Repurchased A Shares | January 20, 2025 |
| 3 | Proposed Amendments to the Articles of Association | January 20, 2025 |
| 4 | Proxy Form For the 2025 First Class Meeting of H Shareholders | January 20, 2025 |
| 5 | Proxy Form For the 2025 First Extraordinary General Meeting | January 20, 2025 |
| 6 | Notice of the 2025 First Class Meeting of H Shareholders | January 20, 2025 |
| 7 | Notice of the EGM | January 20, 2025 |
| 8 | (1) Resolution regarding the Amendments to the Articles of Association (2) Resolution regarding the Change of Use and Cancellation of the Repurchased A Shares (3) Notice of the 2025 First EGM and (4) Notice of the 2025 First Class Meeting of H Shareholders | January 20, 2025 |
| 9 | Monthly Return of Equity Issuer on Movements in Securities for the month ended 31 January 2025 | February 5, 2025 |
| 10 | Articles of Association | February 13, 2025 |
| 11 | Poll Results of the 2025 First EGM, the 2025 First Class Meeting of A Shareholders and the 2025 First Class Meeting of H Shareholders and Amendments to the Articles of Association | February 13, 2025 |
| 12 | Next Day Disclosure Return | February 26, 2025 |
| 13 | Monthly Return of Equity Issuer on Movements in Securities for the month ended 28 February 2025 | March 3, 2025 |
| 14 | Notice of Listing on The Stock Exchange of Hong Kong Limited — GF Financial Holdings BVI Ltd. — RMB800,000,000 2.58 per cent. Guaranteed Bonds due 2028 unconditionally and irrevocably guaranteed by GF Securities Co., Ltd. | March 13, 2025 |
| 15 | Notice of Listing on The Stock Exchange of Hong Kong Limited — GF Financial Holdings BVI Ltd. — U.S.$380,000,000 Floating Rate Guaranteed Bonds due 2028 unconditionally and irrevocably guaranteed by GF Securities Co., Ltd. | March 13, 2025 |
| 16 | Date of Board Meeting | March 13, 2025 |
SIGNIFICANT EVENTS
| No. | Matters of Announcement | Date of Publication |
|---|---|---|
| 17 | Publication of Offering Circular — GF Financial Holdings BVI Ltd. — RMB800,000,000 | |
| 2.58 per cent. Guaranteed Bonds due 2028 unconditionally and irrevocably guaranteed by GF Securities Co., Ltd. | March 14, 2025 | |
| 18 | Publication of Offering Circular — GF Financial Holdings BVI Ltd. — U.S.$380,000,000 | |
| Floating Rate Guaranteed Bonds due 2028 unconditionally and irrevocably guaranteed by GF Securities Co., Ltd. | March 14, 2025 | |
| 19 | Announcement in relation to 2024 Annual Results Presentation | March 27, 2025 |
| 20 | Final Dividend for the year ended 31 December 2024 | March 28, 2025 |
| 21 | 2024 Corporate Social Responsibility Report | March 28, 2025 |
| 22 | 2024 Annual Results Announcement | March 28, 2025 |
| 23 | Monthly Return of Equity Issuer on Movements in Securities for the month ended 31 March 2025 | April 1, 2025 |
| 24 | Date of Board Meeting | April 14, 2025 |
| 25 | Notification Letter and Reply Form to Non-Registered Shareholders | April 24, 2025 |
| 26 | Notification Letter and Reply Form to Registered Shareholders | April 24, 2025 |
| 27 | Final Dividend for the year ended 31 December 2024 | April 24, 2025 |
| 28 | Proxy Form For the 2024 Annual General Meeting | April 24, 2025 |
| 29 | Notice of the AGM | April 24, 2025 |
| 30 | 2024 AGM Circular | April 24, 2025 |
| 31 | 2024 Annual Report | April 24, 2025 |
| 32 | 2025 First Quarterly Report | April 29, 2025 |
| 33 | Articles of Association | May 6, 2025 |
| 34 | Reduction of Registered Capital due to Cancellation of Repurchased A Shares and Amendments to the Articles of Association | May 6, 2025 |
| 35 | Monthly Return of Equity Issuer on Movements in Securities for the month ended 30 April 2025 | May 8, 2025 |
| 36 | Final Dividend for the year ended 31 December 2024 (Updated) | May 16, 2025 |
SIGNIFICANT EVENTS
| No. | Matters of Announcement | Date of Publication |
|---|---|---|
| 37 | Poll Results of the 2024 Annual General Meeting and Final Dividend for the year ended 31 December 2024 | May 16, 2025 |
| 38 | Monthly Return of Equity Issuer on Movements in Securities for the month ended 31 May 2025 | June 3, 2025 |
| 39 | Monthly Return of Equity Issuer on Movements in Securities for the month ended 30 June 2025 | July 2, 2025 |
| 40 | Monthly Return of Equity Issuer on Movements in Securities for the month ended 31 July 2025 | August 1, 2025 |
| 41 | Date of Board Meeting | August 15, 2025 |
| 42 | Interim Dividend for the six months ended 30 June 2025 | August 29, 2025 |
| 43 | Interim Results Announcement for the six months ended 30 June 2025 and Distribution of Interim Dividend for the six months ended 30 June 2025 | August 29, 2025 |
| 44 | Monthly Return of Equity Issuer on Movements in Securities for the month ended 31 August 2025 | September 1, 2025 |
| 45 | Notification Letter and Reply Form to Non-Registered Shareholders | September 18, 2025 |
| 46 | Notification Letter and Reply Form to Registered Shareholders | September 18, 2025 |
| 47 | 2025 Interim Report | September 18, 2025 |
| 48 | Monthly Return of Equity Issuer on Movements in Securities for the month ended 30 September 2025 | September 30, 2025 |
| 49 | Date of Board Meeting | October 15, 2025 |
| 50 | 2025 Third Quarterly Report | October 30, 2025 |
| 51 | Monthly Return of Equity Issuer on Movements in Securities for the month ended 31 October 2025 | November 3, 2025 |
| 52 | Proxy Form For the 2025 Second Extraordinary General Meeting | November 6, 2025 |
| 53 | Notice of the EGM | November 6, 2025 |
SIGNIFICANT EVENTS
| No. | Matters of Announcement | Date of Publication |
|---|---|---|
| 54 | Resolution regarding Proposing the General Meeting to Grant a General Mandate to Issue H Shares to the Board and Notice of the 2025 Second EGM | November 6, 2025 |
| 55 | Poll Results of the 2025 Second EGM | November 26, 2025 |
| 56 | Proposed Amendments to the Articles of Association | December 1, 2025 |
| 57 | Monthly Return of Equity Issuer on Movements in Securities for the month ended 30 November 2025 | December 1, 2025 |
| 58 | Proxy Form For the 2025 Second Class Meeting of H Shareholders | December 3, 2025 |
| 59 | Proxy Form For the 2025 Third Extraordinary General Meeting | December 3, 2025 |
| 60 | Notice of the 2025 Second Class Meeting of H Shareholders | December 3, 2025 |
| 61 | Notice of the EGM | December 3, 2025 |
| 62 | Resolution regarding the Amendments to the Articles of Association and Its Appendices | |
| Notice of the 2025 Third EGM and Notice of the 2025 Second Class Meeting of H Shareholders | December 3, 2025 | |
| 63 | Poll Results of the 2025 Third EGM, the 2025 Second Class Meeting of A Shareholders and the 2025 Second Class Meeting of H Shareholders | December 23, 2025 |
| 64 | Articles of Association | December 23, 2025 |
SECTION 8
CHANGES IN SHAREHOLDINGS AND PARTICULARS ABOUT SHAREHOLDERS
6
Annual Report 2025

CHANGES IN SHAREHOLDINGS AND PARTICULARS ABOUT SHAREHOLDERS
I. CHANGES IN SHAREHOLDINGS
1. Changes in shareholdings
(1) Summary of changes in shareholdings
During the Reporting Period, changes in the Company's shareholdings were as follows:
Unit: Share
| Before the change | Increase or decrease in others in the current period (cancellation of A shares repurchased) | After the change | ||||
|---|---|---|---|---|---|---|
| Number of shares | Percentage | Number of shares | Percentage | |||
| I. | Shares with selling restrictions | 0 | 0 | 0 | 0 | 0 |
| II. | Shares without selling restrictions | 7,621,087,664 | 100.00% | -15,242,153 | 7,605,845,511 | 100.00% |
| 1. RMB-denominated ordinary shares | 5,919,291,464 | 77.67% | -15,242,153 | 5,904,049,311 | 77.63% | |
| 2. Domestic listed foreign shares | 0 | 0 | 0 | 0 | 0 | |
| 3. Overseas listed foreign shares | 1,701,796,200 | 22.33% | 0 | 1,701,796,200 | 22.37% | |
| 4. Others | 0 | 0 | 0 | 0 | 0 | |
| III. Total number of shares | 7,621,087,664 | 100.00% | -15,242,153 | 7,605,845,511 | 100.00% |
(2) Reasons for and approval of changes in shareholdings
The Resolution on the Company's Proposed Repurchase of A Shares by Way of Centralised Price Bidding (《關於公司擬以集中競價方式回購A股股份的議案》) was considered and approved at the 23rd meeting of the 10th session of the Board of Directors of the Company held on March 30, 2022, in which based on its confidence in the Company's future development prospect and high recognition of the Company's value, the Board of Directors agreed that the Company shall repurchase A Shares of the Company by way of centralized price bidding with its own funds. The repurchased Shares shall be used for the A Share Restricted Share Incentive Scheme. In 2022, the plan for the repurchase of A Shares by the Company has been completed. The Company has repurchased, out of its own funds, 15,242,153 A Shares at a consideration of RMB234 million. The repurchased A shares are deposited in the securities account designated for share repurchase of the Company.
CHANGES IN SHAREHOLDINGS AND PARTICULARS ABOUT SHAREHOLDERS
To safeguard the interests of investors of the Company, enhance their confidence and improve the long-term investment value of the Company, as well as to reflect the high recognition of the Company's future development prospects and the value of its Shares, the Resolution Regarding Change of Use and Cancellation of Repurchased A Shares («關於變更回購A股股份用途並註銷的議案») was considered and approved at the 6th meeting of the 11th session of the Board of Directors of the Company held on January 20, 2025, and the 2025 first extraordinary general meeting, the 2025 first class meeting of A Shareholders and the 2025 first class meeting of H Shareholders held on February 13, 2025, pursuant to which it is agreed that the above-mentioned use of repurchased A Shares shall be changed to "the shares actually repurchased are used for cancellation and reduction in registered capital." It means that all 15,242,153 A Shares deposited in the securities account designated for share repurchase of the Company shall be cancelled and the registered capital of the Company shall be reduced accordingly.
(3) Transfers of shares involving changes
As confirmed by the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the Company has completed the aforesaid cancellation on February 25, 2025. After the cancellation, the Company no longer held treasury shares, and the total share capital of the Company was changed from 7,621,087,664 shares to 7,605,845,511 shares.
(4) Effects of the change in shareholdings on financial indicators such as basic earnings per share, diluted earnings per share and net assets attributable to ordinary shareholders of the Company per share for the most recent year and period
N/A
(5) Other information disclosure which the Company deems necessary or is required by the securities regulatory authorities
N/A
- Changes in shares with selling restrictions
N/A
CHANGES IN SHAREHOLDINGS AND PARTICULARS ABOUT SHAREHOLDERS
II. SECURITIES ISSUANCE AND LISTING
- Issuance of securities (exclusive of preference shares) during the Reporting Period
For details about the issuance of corporate bonds, subordinated bonds, short-term corporate bonds, short-term financing bills, please refer to “Section 9 Bonds” of this report.
- Changes in the total number of shares and the shareholding structure of the Company, and changes in the assets and liabilities structure of the Company
In February 2025, pursuant to the resolutions adopted at the 2025 first extraordinary general meeting, the 2025 first class meeting of A Shareholders and the 2025 first class meeting of H Shareholders, all 15,242,153 A Shares deposited in the securities account designated for share repurchase of the Company were cancelled and the registered capital of the Company was reduced accordingly. The total share capital of the Company changed from 7,621,087,664 Shares to 7,605,845,511 Shares, and there was no material change in the shareholding structure of the Company. This cancellation was only a change within the owners’ equity and did not affect the total assets and total liabilities of the Company.
- Existing employees’ shares
N/A
CHANGES IN SHAREHOLDINGS AND PARTICULARS ABOUT SHAREHOLDERS
III. SHAREHOLDERS AND DE FACTO CONTROLLERS
1. Number of shareholders and their shareholdings in the Company
Unit: Share
| Total number of ordinary shareholders at the end of the Reporting Period | 165,806 (of which, 164,595 were holders of A Shares, 1,211 were registered holders of H Shares) | Total number of ordinary shareholders as at the end of the last month before the date of disclosure of the annual report | 167,269 (of which, 166,081 were holders of A Shares, 1,188 were registered holders of H Shares) | Total number of preferred shareholders whose voting rights were resumed at the end of the Reporting Period | Nil | Total number of preferred shareholders whose voting rights were resumed as at the end of the last month before the date of disclosure of the annual report | Nil |
|---|
Shareholdings of shareholders who hold more than 5% of the shares or shareholdings of the top ten shareholders (Excluding shares lending through re-financing)
| Name of shareholder | Capacity of shareholder | Percentage of shareholding | Number of shares held as at the end of the Reporting Period | Increase or decrease during the Reporting Period | Number of shares held with selling restrictions | Number of shares held without selling restrictions | Pledged, marked or frozen | |
|---|---|---|---|---|---|---|---|---|
| Status of shares | Number of shares | |||||||
| HKSCC Nominees Limited | Overseas legal entity | 22.36% | 1,700,483,160 | 196,500 | - | 1,700,483,160 | - | - |
| Jilin Aodong Pharmaceutical Group Co., Ltd. | Domestic general legal entity | 16.47% | 1,252,768,767 | 0 | - | 1,252,768,767 | - | - |
| Liaoning Cheng Du Co., Ltd. | Domestic general legal entity | 13.74% | 1,045,154,088 | -205,000,000 | - | 1,045,154,088 | - | - |
| Zhongshan Public Utilities Group Co., Ltd. | State-owned legal entity | 9.03% | 686,754,216 | 0 | - | 686,754,216 | - | - |
| Hong Kong Securities Clearing Company Limited | Overseas legal entity | 3.20% | 243,481,217 | 7,411,986 | - | 243,481,217 | - | - |
| China Securities Finance Corporation Limited | Domestic general legal entity | 3.00% | 227,870,638 | 0 | - | 227,870,638 | - | - |
| Liaoning Cheng Du - CSC Financial - 25 Cheng Du | ||||||||
| E1 Pledge and Trust Special Account | Domestic general legal entity | 1.71% | 130,000,000 | 130,000,000 | - | 130,000,000 | - | - |
| China Construction Bank Corporation - Gustaf CSI | ||||||||
| All Share Investment Banking & Brokerage Index | Fund, wealth management products, etc. | 1.07% | 81,164,453 | 38,041,300 | - | 81,164,453 | - | - |
| Exchange-traded Fund | ||||||||
| Liaoning Cheng Du - CSC Financial - 25 Cheng Du | ||||||||
| E2 Pledge and Trust Special Account | Domestic general legal entity | 0.99% | 75,000,000 | 75,000,000 | - | 75,000,000 | - | - |
| China Construction Bank Corporation - Huahao CSI | ||||||||
| All Share Investment Banking & Brokerage Index | Fund, wealth management products, etc. | 0.74% | 56,524,834 | 20,541,600 | - | 56,524,834 | - | - |
CHANGES IN SHAREHOLDINGS AND PARTICULARS ABOUT SHAREHOLDERS
Shareholdings of the top ten shareholders without selling restrictions
| Name of shareholder | Number of shares held without selling restrictions as at the end of the Reporting Period | Type of shares | |
|---|---|---|---|
| Number of shares | Type of shares | ||
| HKSCC Nominees Limited | 1,700,483,160 | Overseas listed foreign shares | 1,700,483,160 |
| Jilin Aodong Pharmaceutical Group Co., Ltd. | 1,252,768,767 | RMB-denominated ordinary shares | 1,252,768,767 |
| Liaoning Cheng Da Co., Ltd. | 1,045,154,088 | RMB-denominated ordinary shares | 1,045,154,088 |
| Zhongshan Public Utilities Group Co., Ltd. | 686,754,216 | RMB-denominated ordinary shares | 686,754,216 |
| Hong Kong Securities Clearing Company Limited | 243,481,217 | RMB-denominated ordinary shares | 243,481,217 |
| China Securities Finance Corporation Limited | 227,870,638 | RMB-denominated ordinary shares | 227,870,638 |
| Liaoning Cheng Da - CSC Financial - 25 Cheng Da E1 Pledge and Trust Special Account | 130,000,000 | RMB-denominated ordinary shares | 130,000,000 |
| China Construction Bank Corporation - Guotai CSI All Share Investment Banking & Brokerage Index Exchange-traded Fund | 81,164,453 | RMB-denominated ordinary shares | 81,164,453 |
| Liaoning Cheng Da - CSC Financial - 25 Cheng Da E2 Pledge and Trust Special Account | 75,000,000 | RMB-denominated ordinary shares | 75,000,000 |
| China Construction Bank Corporation - Huabao CSI All Share Investment Banking & Brokerage Index Exchange-traded Fund | 56,524,834 | RMB-denominated ordinary shares | 56,524,834 |
CHANGES IN SHAREHOLDINGS AND PARTICULARS ABOUT SHAREHOLDERS
Note 1: Among the holders of H Shares of the Company, shares of non-registered shareholders are held by HKSCC Nominees Limited;
Note 2: In the table above, shares held by HKSCC Nominees Limited are overseas listed foreign shares (H Shares) and shares held by other shareholders are RMB-denominated ordinary shares (A Shares);
Note 3: According to the information provided by Jilin Aodong Pharmaceutical Group Co., Ltd. ("Jilin Aodong"), Liaoning Cheng Da Co., Ltd. ("Liaoning Cheng Da") and Zhongshan Public Utilities Group Co., Ltd. ("Zhongshan Public Utilities"), as of December 31, 2025, Jilin Aodong held 240,274,200 H Shares of the Company and held 36,868,800 H Shares of the Company through its wholly-owned subsidiary, Aodong International (Hong Kong) Industrials Co., Limited (鼓東國際(香港)實業有限公司), a total of 277,143,000 H Shares, representing 3.64% of the total share capital of the Company; Liaoning Cheng Da held 115,300,000 H Shares of the Company and held 1,473,600 H Shares of the Company through Chengda Steel Hong Kong Co., Limited (成大鋼鐵香港有限公司), which is a wholly-owned subsidiary of Liaoning Chengda Steel Co., Ltd. (慶寧成大鋼鐵貿易有限公司) (a wholly-owned subsidiary of Liaoning Cheng Da), a total of 116,773,600 H Shares, representing 1.54% of the total share capital of the Company; Liaoning Cheng Da, for the purpose of issuing its exchangeable corporate bonds, transferred 130,000,000 A Shares and 75,000,000 A Shares of the Company respectively to Liaoning Cheng Da - CSC Financial - 25 Cheng Da E1 Pledge and Trust Special Account and Liaoning Cheng Da - CSC Financial - 25 Cheng Da E2 Pledge and Trust Special Account, which are opened by Liaoning Cheng Da and CSC Financial Co., Ltd., the trustee for its exchangeable corporate bonds; Zhongshan Public Utilities held 116,918,400 H Shares of the Company through its wholly-owned subsidiary, Public Utilities International (Hong Kong) Investment Company Ltd. (公用國際(香港)投資有限公司), representing 1.54% of the total share capital of the Company. As of December 31, 2025, the percentages of A Shares and H Shares of the Company held in aggregate by Jilin Aodong and its concert parties, Liaoning Cheng Da and its concert parties, and Zhongshan Public Utilities and its concert parties in the total share capital of the Company were 20.11%, 17.97% and 10.57%, respectively;
Note 4: As of December 31, 2025, according to the public information disclosed on the HKEXnews website of the Hong Kong Stock Exchange, on January 31, 2020, the labor union committee of GF Securities Co., Ltd. held a total of 272,500,600 long-position H Shares of the Company, representing 16.01% of the H Share capital of the Company. The above shares are held by HKSCC Nominees Limited on their behalf;
Note 5: At the end of the Reporting Period, no shares of the Company were held by the holders of A Shares as mentioned above through credit-based securities accounts;
Note 6: At the end of the Reporting Period, no holders of A Shares as mentioned above conducted Securities Transactions with Repurchase Agreement.
CHANGES IN SHAREHOLDINGS AND PARTICULARS ABOUT SHAREHOLDERS
Participation in shares lending through refinancing business by shareholders who hold more than 5% of the shares, the top ten shareholders and the top ten shareholders without selling restrictions
N/A
Change in shareholding of the top ten shareholders and the top ten shareholders without selling restrictions compared with last period due to shares lending through re-financing/returning
N/A
- Shareholdings of top 5 shareholders who hold more than 10% (including 10%) shares
(1) Legal entity
| Name of shareholder | Legal representative | General manager | Date of establishment | Code of organization | Registered capital (RMB) | Principal business |
|---|---|---|---|---|---|---|
| Jilin Aodong | Li Xiulin | Guo Shuqin | 1993-3-20 | United social credit code: 91222400243805786K | 1,195,895,387 | Planting and breeding, business (except for special projects controlled by the State and franchise); machinery repair, warehousing; import of raw and auxiliary materials, mechanical equipment, instruments, spare parts (except for the 12 imported items which are operated by the specified companies approved by the State) required for the production and scientific research of the enterprise; pharmaceutical industry, pharmaceutical business, pharmaceutical research and development; vehicle rental service; self-owned real estate operating activities. (Projects required to be approved by law shall be operated only after the approval is granted by relevant authorities) |
CHANGES IN SHAREHOLDINGS AND PARTICULARS ABOUT SHAREHOLDERS
| Name of shareholder | Legal representative | General manager | Date of establishment | Code of organization | Registered capital (RMB) | Principal business |
|---|---|---|---|---|---|---|
| Liaoning Cheng Du | Xu Biao | Zhang Shanwei | 1993-9-2 | United social credit code: 91210000117590366A | 1,529,709,816 | Engaging in and acting as an agent for import and export of goods and technology (except for those restricted by the State, and operation related to restricted items may only commence after obtaining licenses), engaging in the processing of imported materials and the "Three Forms of Processing/Assembly Operations and Compensatory Trade", conducting counter trade and entrepot trade, contracting overseas projects and international bidding projects within China for the industry, exporting equipment and materials required for the above overseas projects; dispatching abroad any laborers in engineering, manufacturing and service sectors of the industry, acquiring agricultural and sideline products (except for grain), chain operation of fertilizers, planting of Chinese herbs, leasing of houses, warehousing services, coal wholesale business. (Projects required to be approved by law shall be operated only after the approval is granted by relevant authorities) |
| Zhongshan Public Utilities | Guo Jingyi | Guo Jingyi (acting) | 1992-12-26 | United social credit code: 914420001935372689 | 1,475,111,351 | Investment and management of public utilities, market operation and management, investments and investment planning, consultancy and management, etc. (Projects required to be approved by law shall be operated only after the approval is granted by relevant authorities) |
(2) Natural person
N/A
CHANGES IN SHAREHOLDINGS AND PARTICULARS ABOUT SHAREHOLDERS
3. Substantial Shareholders† and Other Persons† interests and Short Positions in Shares and Underlying Shares
As of December 31, 2025, as far as the Directors of the Company are aware after having made all reasonable enquiries, the following persons (other than the Directors and chief executive of the Company) held interests or short positions in the shares or underlying shares which shall be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO and were recorded in the register required to be kept by the Company under section 336 of the SFO:
| No. | Name of substantial shareholders | Class of shares | Nature of interests | Number of shares held (share) | Long position (Note 1)/short position (Note 2) | Percentage of total issued shares of the Company (%) (Note 9) | Percentage of total issued A Shares/H Shares of the Company (%) (Note 9) |
|---|---|---|---|---|---|---|---|
| 1 | Jilin Aodong | A Shares | Beneficial owner | 1,252,768,767 | Long position | 16.47 | 21.22 |
| H Shares | Beneficial owner and interest in a controlled corporation | 277,143,000 (Note 3) | Long position | 3.64 | 16.29 | ||
| 2 | Liaoning Cheng Da | A Shares | Beneficial owner | 1,250,154,088 (Note 4) | Long position | 16.44 | 21.17 |
| H Shares | Beneficial owner and interest in a controlled corporation | 116,773,600 (Note 5) | Long position | 1.54 | 6.86 | ||
| 3 | Zhongshan Investment Holdings Group Company Limited | A Shares | Interest in a controlled corporation | 686,754,216 | Long position | 9.03 | 11.63 |
| H Shares | Interest in a controlled corporation | 116,918,400 (Note 6) | Long position | 1.54 | 6.87 | ||
| 4 | Zhongshan Public Utilities | A Shares | Beneficial owner | 686,754,216 | Long position | 9.03 | 11.63 |
| H Shares | Interest in a controlled corporation | 116,918,400 (Note 6) | Long position | 1.54 | 6.87 | ||
| 5 | Public Utilities International (Hong Kong) Investment Company Ltd. | H Shares | Beneficial owner | 116,918,400 (Note 6) | Long position | 1.54 | 6.87 |
| 6 | The labor union committee of GF Securities Co., Ltd. | H Shares | Trustor of a trust | 272,500,600 (Note 7) | Long position | 3.58 | 16.01 |
| 7 | E Fund Management Co., Ltd. | H Shares | Investment manager | 131,928,400 | Long position | 1.73 | 7.75 |
CHANGES IN SHAREHOLDINGS AND PARTICULARS ABOUT SHAREHOLDERS
Note 1: A shareholder has a “long position” if such shareholder has an interest in shares, including interests through holding, writing or issuing financial instruments (including derivatives) under which: (i) such shareholder has a right to take the underlying shares; (ii) such shareholder is under an obligation to take the underlying shares; (iii) such shareholder has a right to receive money if the price of the underlying shares increases; or (iv) such shareholder has a right to avoid or reduce a loss if the price of the underlying shares increases;
Note 2: A shareholder has a “short position” if such shareholder borrows shares under a securities borrowing and lending agreement, or holds, writes or issues financial instruments (including derivatives) under which: (i) such shareholder has a right to require another person to take the underlying shares; (ii) such shareholder is under an obligation to deliver the underlying shares; (iii) such shareholder has a right to receive money if the price of the underlying shares declines; or (iv) such shareholder has a right to avoid or reduce a loss if the price of the underlying shares declines.
Note 3: Jilin Aodong held 240,274,200 H Shares of the Company and held 36,868,800 H Shares of the Company through its wholly-owned subsidiary, Aodong International (Hong Kong) Industrials Co., Limited (鼓東國際(香港)實業有限公司), a total of 277,143,000 H Shares, representing 3.64% of the total share capital of the Company.
Note 4: Liaoning Cheng Da, for the purpose of issuing its exchangeable corporate bonds, transferred 130,000,000 A Shares and 75,000,000 A Shares of the Company respectively to Liaoning Cheng Da — CSC Financial — 25 Cheng Da E1 Pledge and Trust Special Account and Liaoning Cheng Da — CSC Financial — 25 Cheng Da E2 Pledge and Trust Special Account, which were opened by Liaoning Cheng Da and CSC Financial Co., Ltd., the trustee for its exchangeable corporate bonds. In exercising the voting rights attached to the shares registered under the security and trust arrangement, CSC Financial Co., Ltd. will act in accordance with the instructions of Liaoning Cheng Da. Liaoning Cheng Da is deemed to be interested in the shares registered under the security and trust arrangement.
Note 5: Liaoning Cheng Da held 115,300,000 H Shares of the Company and held 1,473,600 H Shares of the Company through Chengda Steel Hongkong Co., Limited (成大鋼鐵香港有限公司), which is a wholly-owned subsidiary of Liaoning Chengda Steel Co., Ltd. (遼寧成大鋼鐵貿易有限公司) (a wholly-owned subsidiary of Liaoning Cheng Da), a total of 116,773,600 H Shares, representing 1.54% of the total share capital of the Company. Therefore, Liaoning Cheng Da and Liaoning Chengda Steel Co., Ltd. were deemed to have interests in the shares held by Chengda Steel Hongkong Co., Limited.
Note 6: Zhongshan Public Utilities held 116,918,400 H Shares of the Company through its wholly-owned subsidiary, Public Utilities International (Hong Kong) Investment Company Ltd. (公用國際(香港)投資有限公司), representing 1.54% of the total share capital of the Company. Zhongshan Investment Holdings Group Company Limited held 48.73% of the issued shares of Zhongshan Public Utilities. Therefore, Zhongshan Investment Holdings Group Company Limited and Zhongshan Public Utilities were deemed to have interests in the shares held by Public Utilities International (Hong Kong) Investment Company Ltd.
Note 7: The labor union committee of GF Securities Co., Ltd. held a total of 272,500,600 H Shares of the Company, representing 16.01% of the H Share capital of the Company.
Note 8: Under Part XV of the SFO, forms for disclosure of interests shall be submitted by shareholders of the Company upon satisfaction of certain conditions. Shareholders are not required to inform the Company and the Hong Kong Stock Exchange of changes in their shareholdings in the Company, unless certain conditions are satisfied. Therefore, there could be differences between substantial Shareholders’ latest shareholdings in the Company and the shareholding information as reported to the Hong Kong Stock Exchange.
Note 9: The relevant percentages are calculated based on 1,701,796,200 H Shares and/or 5,904,049,311 A Shares of the Company in issue as of December 31, 2025.
Save as disclosed above, the Company is not aware of any other person (other than the Directors, Supervisors and chief executive of the Company) having any interests or short positions in the shares or underlying shares of the Company as at December 31, 2025 required to be recorded in the register pursuant to section 336 of the SFO.
CHANGES IN SHAREHOLDINGS AND PARTICULARS ABOUT SHAREHOLDERS
- Controlling Shareholders of the Company
There was no controlling shareholder in the Company.
- De facto Controllers and their Concert Parties of the Company
There was no de facto controller in the Company. Shareholders who hold more than 5% of shares in the Company are Jilin Aodong, Liaoning Cheng Da and Zhongshan Public Utilities (exclusive of HKSCC Nominees Limited who holds H Shares on behalf of non-registered shareholders). As of December 31, 2025, the percentages of A Shares and H Shares of the Company held in aggregate by Jilin Aodong and its concert parties, Liaoning Cheng Da and its concert parties, and Zhongshan Public Utilities and its concert parties in the total share capital of the Company were 20.11%, 17.97% and 10.57%, respectively.
- The Company’s Controlling Shareholder or the Largest Shareholder and its Concert Parties whose Cumulative Pledged Shares Account for 80% of the Company’s Shares Held by them
N/A
- Legal Entity Shareholders who Hold More Than 10% of the Shares of the Company
N/A
- Restrictions to Reduction in Shareholdings to Controlling Shareholders, De facto Controllers, Re-organization Parties and Other Commitment Bodies
N/A
- Directors and Chief Executive’s Interests and Short Positions in the Shares, Underlying Shares or Debentures of the Company and its Associated Corporations
As of December 31, 2025, none of the Directors or chief executive of the Company had or was deemed to have any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO), which would be required, pursuant to section 352 of the SFO, to be entered into the register maintained by the Company; or which would be required, pursuant to the Model Code, to be notified to the Company and the Hong Kong Stock Exchange. As of December 31, 2025, none of the Company, its holding company, any of its subsidiaries or fellow subsidiaries was a party to any arrangements during the year to enable the Directors of the Company, including their spouses and children under 18 years of age, to acquire any interests by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.
CHANGES IN SHAREHOLDINGS AND PARTICULARS ABOUT SHAREHOLDERS
IV. IMPLEMENTATION OF THE SHARE REPURCHASE DURING THE REPORTING PERIOD
During the Reporting Period, neither the Company nor its subsidiaries repurchased, sold or bought back any securities (including treasury shares) of the Company.
The Resolution on the Company’s Proposed Repurchase of A Shares by Way of Centralised Price Bidding («關於公司擬以集中競價方式回購A股股份的議案») was considered and approved at the 23rd meeting of the 10th session of the Board of Directors of the Company held on March 30, 2022, in which based on its confidence in the Company’s future development prospect and high recognition of the Company’s value, the Board of Directors agreed that the Company shall repurchase A Shares of the Company by way of centralized price bidding with its own funds. The repurchased Shares shall be used for the A Share Restricted Share Incentive Scheme. In 2022, the plan for the repurchase of A Shares by the Company has been completed. The Company has repurchased, out of its own funds, 15,242,153 A Shares at a consideration of RMB234 million. The repurchased A shares are deposited in the securities account designated for share repurchase of the Company.
To safeguard the interests of investors of the Company, enhance their confidence and improve the long-term investment value of the Company, as well as to reflect the high recognition of the Company’s future development prospects and the value of its Shares, the Resolution Regarding Change of Use and Cancellation of Repurchased A Shares («關於變更回購A股股份用途並註銷的議案») was considered and approved at the 6th meeting of the 11th session of the Board of Directors of the Company held on January 20, 2025 and the 2025 first extraordinary general meeting, the 2025 first class meeting of A Shareholders and the 2025 first class meeting of H Shareholders held on February 13, 2025, pursuant to which it is agreed that the above-mentioned use of repurchased A Shares shall be changed to “the shares actually repurchased are used for cancellation and reduction in registered capital”. It means that all 15,242,153 A Shares deposited in the securities account designated for share repurchase of the Company shall be cancelled and the registered capital of the Company shall be reduced accordingly. As verified and confirmed by the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the Company completed the cancellation on February 25, 2025. Following the completion of the cancellation, the Company no longer holds any treasury shares, and the total share capital of the Company was changed from 7,621,087,664 shares to 7,605,845,511 shares.
V. PREFERENCE SHARES
During the Reporting Period, the Company did not have any preference shares.
SECTION 9
BONDS
6
Annual Report 2025

BONDS
I. ENTERPRISE BONDS
During the Reporting Period, the Company did not have any enterprise bonds.
II. CORPORATE BONDS
(I) Basic Information of Corporate Bond
- Public Issuance of Corporate Bonds in 2021
Unit: RMB' 0,000
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of Bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2021 (First Tranche) (Type II) | 21 GF 04 | 149500 | 2021-06-07 | 2021-06-08 | 2026-06-08 | 100,000 | 3.68% | Bonds use simple interest to accrue interest on an annual basis without compound interest. Interest shall be paid annually while the principal shall be fully repaid upon maturity. | SZSE |
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2021 (Second Tranche) (Type II) | 21 GF 06 | 149563 | 2021-07-22 | 2021-07-23 | 2026-07-23 | 450,000 | 3.45% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2021 (Second Tranche) (Type III) | 21 GF 07 | 149564 | 2021-07-22 | 2021-07-23 | 2031-07-23 | 150,000 | 3.77% |
BONDS
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of Bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2021 (Fourth Tranche) (Type II) | 21 GF 11 | 149634 | 2021-09-15 | 2021-09-16 | 2026-09-16 | 200,000 | 3.50% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2021 (Fourth Tranche) (Type III) | 21 GF 12 | 149635 | 2021-09-15 | 2021-09-16 | 2031-09-16 | 200,000 | 3.90% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2021 (Seventh Tranche) (Type II) | 21 GF 20 | 149703 | 2021-11-16 | 2021-11-17 | 2026-11-17 | 350,000 | 3.50% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2021 (Seventh Tranche) (Type III) | 21 GF 21 | 149704 | 2021-11-16 | 2021-11-17 | 2031-11-17 | 100,000 | 3.85% | ||
| Suitability arrangement of investors (if any) | Target investors are professional investors who comply with the Management Measures on Corporate Bond Issuance and Trading and open an eligible securities account with China Securities Depository and Clearing Corporation Limited, Shenzhen Branch (excluding purchasers prohibited by laws and regulations). | ||||||||
| Applicable trading system | Listed and traded on Call Auction Mechanism and the integrated agreement trading platform of SZSE simultaneously. | ||||||||
| Any risk of termination of listing for trading (if any) and the response | N/A |
Annual Report 2025
BONDS
2. Non-public Issuance of Perpetual Subordinated Bonds in 2021
Unit: RMB⁺ 0,000
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of Bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Non-public Issuance of Perpetual Subordinated Bonds by GF Securities Co., Ltd. in 2021 (First Tranche) | 21 GF Y1 | 115125 | 2021-09-03 | 2021-09-06 | The issuer has an option to redeem the bonds at principal amounts plus any accrued interest (including all deferred interest and its yield) on the fifth interest payment date or any interest payment date afterwards. | 100,000 | 3.95% | Interest will be paid annually if the issuer does not exercise the right to defer interest payment. | SZSE |
| Suitability arrangement of investors (if any) | Target investors are professional institutional investors who hold an A-share securities account of China Securities Depository and Clearing Corporation Limited, Shenzhen Branch (excluding purchasers prohibited by laws and regulations). | ||||||||
| Applicable trading system | Listed and transferred on the integrated agreement trading platform of SZSE, and offered to professional institutional investors. | ||||||||
| Any risk of termination of listing for trading (if any) and the response | N/A |
3. Public Issuance of Corporate Bonds in 2022
Unit: RMB⁺ 0,000
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of Bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2022 (First Tranche) (Type II) | 22 GF 02 | 149990 | 2022-07-14 | 2022-07-15 | 2027-07-15 | 200,000 | 3.24% | Interest shall be paid annually while the principal shall be fully repaid upon maturity | SZSE |
BONDS
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of Bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2022 (First Tranche) (Type III) | 22 GF 03 | 149991 | 2022-07-14 | 2022-07-15 | 2032-07-15 | 60,000 | 3.70% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2022 (Second Tranche) (Type II) | 22 GF 05 | 148010 | 2022-08-03 | 2022-08-04 | 2027-08-04 | 300,000 | 3.03% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2022 (Second Tranche) (Type III) | 22 GF 06 | 148011 | 2022-08-03 | 2022-08-04 | 2032-08-04 | 150,000 | 3.59% |
Annual Report 2025
BONDS
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of Bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2022 (Third Tranche) (Type II) | 22 GF 08 | 148027 | 2022-08-15 | 2022-08-16 | 2027-08-16 | 250,000 | 3.12% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2022 (Third Tranche) (Type III) | 22 GF 09 | 148028 | 2022-08-15 | 2022-08-16 | 2032-08-16 | 120,000 | 3.60% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2022 (Fifth Tranche) (Type II) | 22 GF 12 | 148067 | 2022-09-16 | 2022-09-19 | 2027-09-19 | 50,000 | 2.95% | ||
| Suitability arrangement of investors (if any) | Target investors are professional institutional investors who hold an A-share securities account of China Securities Depository and Clearing Corporation Limited, Shenzhen Branch (excluding purchasers prohibited by laws and regulations). | ||||||||
| Applicable trading system | Listed on the SZSE, and the transaction methods include matching transaction, click transaction, inquiry transaction, bidding transaction and negotiation transaction. | ||||||||
| Any risk of termination of listing for trading (if any) and the response | N/A |
BONDS
4. Public Issuance of Subordinated Bonds in 2022
Unit: RMB' 0,000
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of Bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2022 (First Tranche) (Type II) | 22 GF C2 | 148086 | 2022-10-14 | 2022-10-17 | 2027-10-17 | 50,000 | 3.20% | Interest shall be paid annually while the principal shall be fully repaid upon maturity. | SZSE |
| Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2022 (Second Tranche) (Type II) | 22 GF C4 | 148122 | 2022-11-11 | 2022-11-14 | 2027-11-14 | 50,000 | 3.20% | ||
| Suitability arrangement of investors (if any) | Target investors are professional institutional investors who hold an A-share security account in China Securities Depository and Clearing Corporation Limited, Shenzhen Branch (excluding purchasers prohibited by laws and regulations). | ||||||||
| Applicable trading system | Listed on the SZSE, and the transaction methods include matching transaction, click transaction, inquiry transaction, bidding transaction and negotiation transaction. | ||||||||
| Any risk of termination of listing for trading (if any) and the response | N/A |
BONDS
5. Public Issuance of Perpetual Subordinated Bonds in 2022
Unit: RMB* 0,000
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of Bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Perpetual Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2022 (First Tranche) | 22 GF Y1 | 149967 | 2022-06-29 | 2022-06-30 | The issuer has an option to redeem the bonds at principal amounts plus any accrued interest (including all deferred interest and its yield) on the fifth interest payment date or any interest payment date afterwards. | 270,000 | 3.75% | Interest will be paid annually if the issuer does not exercise the right to defer interest payment. | SZSE |
| Perpetual Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2022 (Second Tranche) | 22 GF Y2 | 148004 | 2022-07-26 | 2022-07-27 | 500,000 | 3.53% | |||
| Perpetual Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2022 (Third Tranche) | 22 GF Y3 | 148016 | 2022-08-10 | 2022-08-11 | 230,000 | 3.48% | |||
| Suitability arrangement of investors (if any) | Target investors are professional institutional investors who hold an A-share security account in China Securities Depository and Clearing Corporation Limited, Shenzhen Branch (excluding purchasers prohibited by laws and regulations). | ||||||||
| Applicable trading system | Listed on the SZSE, and the transaction methods include matching transaction, click transaction, inquiry transaction, bidding transaction and negotiation transaction. | ||||||||
| Any risk of termination of listing for trading (if any) and the response | N/A |
BONDS
6. Public Issuance of Corporate Bonds in 2023
Unit: RMB* 0,000
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of Bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2023 (First Tranche) (Type I) | 23 GF 04 | 148270 | 2023-04-21 | 2023-04-24 | 2026-04-24 | 350,000 | 3.06% | Interest shall be paid annually while the principal shall be fully repaid upon maturity. | SZSE |
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2023 (First Tranche) (Type II) | 23 GF 05 | 148271 | 2023-04-21 | 2023-04-24 | 2028-04-24 | 100,000 | 3.21% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2023 (Second Tranche) | 23 GF 06 | 148376 | 2023-07-14 | 2023-07-17 | 2026-07-17 | 150,000 | 2.75% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2023 (Third Tranche) | 23 GF 09 | 148484 | 2023-10-23 | 2023-10-24 | 2026-10-24 | 210,000 | 3.00% | ||
| Suitability arrangement of investors (if any) | Target investors are professional institutional investors who hold an A-share security account in China Securities Depository and Clearing Corporation Limited, Shenzhen Branch (unless otherwise provided by laws and regulations). | ||||||||
| Applicable trading system | Listed on the SZSE, and the transaction methods include matching transaction, click transaction, inquiry transaction, bidding transaction and negotiation transaction. | ||||||||
| Any risk of termination of listing for trading (if any) and the response | N/A |
BONDS
7. Public Issuance of Subordinated Bonds in 2023
Unit: RMB* 0,000
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of Bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2023 (First Tranche) | 23 GF C1 | 148441 | 2023-08-24 | 2023-08-25 | 2026-08-25 | 100,000 | 2.95% | Interest shall be paid annually while the principal shall be fully repaid upon maturity. | SZSE |
| Suitability arrangement of investors (if any) | Target investors are professional institutional investors who hold an A-share security account in China Securities Depository and Clearing Corporation Limited, Shenzhen Branch (excluding purchasers prohibited by laws and regulations). | ||||||||
| Applicable trading system | Listed on the SZSE, and the transaction methods include matching transaction, click transaction, inquiry transaction, bidding transaction and negotiation transaction. | ||||||||
| Any risk of termination of listing for trading (if any) and the response | N/A |
BONDS
8. Public Issuance of Perpetual Subordinated Bonds in 2023
Unit: RMB' 0,000
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of Bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Perpetual Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2023 (First Tranche) | 23 GF Y1 | 148192 | 2023-03-03 | 2023-03-06 | The issuer has an option to redeem the bonds at principal amounts plus any accrued interest (including all deferred interest and in yield) on | 50,000 | 4.20% | Interest will be paid annually if the issuer does not exercise the right to defer interest payment. | SZSE |
| Perpetual Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2023 (Second Tranche) | 23 GF Y2 | 148253 | 2023-04-14 | 2023-04-17 | the fifth interest payment date or any interest payment date afterwards. | 300,000 | 4.10% | ||
| Perpetual Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2023 (Third Tranche) | 23 GF Y3 | 148286 | 2023-05-12 | 2023-05-15 | 500,000 | 3.78% | |||
| Perpetual Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2023 (Fourth Tranche) | 23 GF Y4 | 148309 | 2023-06-02 | 2023-06-05 | 300,000 | 3.73% | |||
| Suitability arrangement of investors (if any) | Target investors are professional institutional investors who hold an A-share security account in China Securities Depository and Clearing Corporation Limited, Shenzhen Branch (excluding purchasers prohibited by laws and regulations). | ||||||||
| Applicable trading system | Listed on the SZSE, and the transaction methods include matching transaction, click transaction, inquiry transaction, bidding transaction and negotiation transaction. | ||||||||
| Any risk of termination of listing for trading (if any) and the response | N/A |
BONDS
9. Public Issuance of Corporate Bonds in 2024
Unit: RMB* 0,000
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of Bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2024 (First Tranche) (Type I) | 24 GF 01 | 148583 | 2024-01-18 | 2024-01-19 | 2027-01-19 | 260,000 | 2.75% | Interest shall be paid annually while the principal shall be fully repaid upon maturity. | SZSE |
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2024 (First Tranche) (Type II) | 24 GF 02 | 148584 | 2024-01-18 | 2024-01-19 | 2029-01-19 | 200,000 | 2.93% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2024 (First Tranche) (Type III) | 24 GF 03 | 148585 | 2024-01-18 | 2024-01-19 | 2034-01-19 | 140,000 | 3.07% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2024 (Second Tranche) (Type I) | 24 GF 04 | 148603 | 2024-02-23 | 2024-02-26 | 2027-02-26 | 170,000 | 2.56% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2024 (Second Tranche) (Type II) | 24 GF 05 | 148604 | 2024-02-23 | 2024-02-26 | 2029-02-26 | 130,000 | 2.70% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2024 (Third Tranche) | 24 GF 06 | 148711 | 2024-04-22 | 2024-04-23 | 2027-04-23 | 290,000 | 2.30% |
BONDS
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of Bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2024 (Fourth Tranche) (Type I) | 24 GF 08 | 148988 | 2024-11-07 | 2024-11-08 | 2026-11-08 | 240,000 | 2.14% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2024 (Fourth Tranche) (Type II) | 24 GF 09 | 148989 | 2024-11-07 | 2024-11-08 | 2027-11-08 | 120,000 | 2.20% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2024 (Fifth Tranche) (Type I) | 24 GF 12 | 524029 | 2024-11-25 | 2024-11-26 | 2026-11-26 | 280,000 | 2.07% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2024 (Fifth Tranche) (Type II) | 24 GF 13 | 524030 | 2024-11-25 | 2024-11-26 | 2027-11-26 | 220,000 | 2.14% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2024 (Sixth Tranche) | 24 GF 14 | 524084 | 2024-12-23 | 2024-12-24 | 2026-06-28 | 500,000 | 1.80% | The principal and interest shall be fully repaid upon maturity. | |
| Suitability arrangement of investors (if any) | Target investors are professional institutional investors who hold an A-share security account in China Securities Depository and Clearing Corporation Limited, Shenzhen Branch (unless otherwise provided by laws and regulations). | ||||||||
| Applicable trading system | Listed on the SZSE, and the transaction methods include matching transaction, click transaction, inquiry transaction, bidding transaction and negotiation transaction. | ||||||||
| Any risk of termination of listing for trading (if any) and the response | N/A |
BONDS
10. Non-Public Issuance of Corporate Bonds in 2024
Unit: RMB* 0,000
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of Bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Corporate Bonds Non-Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2024 (Second Tranche) (Type II) | 24 GF 11 | 134080 | 2024-11-15 | 2024-11-18 | 2026-04-10 | 80,000 | 2.09% | Interests and the principal shall be fully repaid upon maturity. | SZSE |
| Suitability arrangement of investors (if any) | Target investors are professional institutional investors who hold an A-share security account in China Securities Depository and Clearing Corporation Limited, Shenzhen Branch (unless otherwise provided by laws and regulations). | ||||||||
| Applicable trading system | Listed and transferred on the SZSE, and the transaction methods include click transaction, inquiry transaction, bidding transaction and negotiation transaction. | ||||||||
| Any risk of termination of listing for trading (if any) and the response | N/A |
BONDS
11. Public Issuance of Subordinated Bonds in 2024
Unit: RMB* 0,000
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of Bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2024 (First Tranche) | 24 GF C1 | 148567 | 2024-01-11 | 2024-01-12 | 2027-01-12 | 300,000 | 2.90% | Interest shall be paid annually while the principal shall be fully repaid upon maturity. | SZSE |
| Suitability arrangement of investors (if any) | Target investors are professional institutional investors who hold an A-share security account in China Securities Depository and Clearing Corporation Limited, Shenzhen Branch (excluding purchasers prohibited by laws and regulations). | ||||||||
| Applicable trading system | Listed on the SZSE, and the transaction methods include matching transaction, click transaction, inquiry transaction, bidding transaction and negotiation transaction. | ||||||||
| Any risk of termination of listing for trading (if any) and the response | N/A |
BONDS
12. Public Issuance of Perpetual Subordinated Bonds in 2024
Unit: RMB* 0,000
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of Bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Perpetual Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2024 (First Tranche) | 24 GF Y1 | 148591 | 2024-01-25 | 2024-01-26 | The issuer has an option to redeem the bonds at principal amounts plus any accrued interest (including all deferred interest and in yield) on | 200,000 | 3.15% | Interest will be paid annually if the issuer does not exercise the right to defer interest payment. | SZSE |
| Perpetual Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2024 (Second Tranche) | 24 GF Y2 | 148942 | 2024-11-13 | 2024-11-14 | the fifth interest payment date or any interest payment date afterwards. | 210,000 | 2.50% | ||
| Suitability arrangement of investors (if any) | Target investors are professional institutional investors who hold an A-share security account in China Securities Depository and Clearing Corporation Limited, Shenzhen Branch (excluding purchasers prohibited by laws and regulations). | ||||||||
| Applicable trading system | Listed on the SZSE, and the transaction methods include matching transaction, click transaction, inquiry transaction, bidding transaction and negotiation transaction. | ||||||||
| Any risk of termination of listing for trading (if any) and the response | N/A |
BONDS
13. Public Issuance of Corporate Bonds in 2025
Unit: RMB' 0,000
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of Bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (First Tranche) (Type I) | 25 GF 01 | 524121 | 2025-01-20 | 2025-01-21 | 2028-01-21 | 160,000 | 1.83% | Interest shall be paid annually while the principal shall be fully repaid upon maturity. | SZSE |
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (First Tranche) (Type II) | 25 GF 02 | 524122 | 2025-01-20 | 2025-01-21 | 2030-01-21 | 150,000 | 1.90% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (Second Tranche) (Type I) | 25 GF 03 | 524149 | 2025-02-26 | 2025-02-27 | 2028-02-27 | 330,000 | 2.10% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (Third Tranche) (Type I) | 25 GF 05 | 524393 | 2025-08-06 | 2025-08-07 | 2028-08-07 | 470,000 | 1.80% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (Third Tranche) (Type II) | 25 GF 06 | 524394 | 2025-08-06 | 2025-08-07 | 2030-08-07 | 110,000 | 1.88% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (Fourth Tranche) (Type I) | 25 GF 07 | 524436 | 2025-09-18 | 2025-09-19 | 2027-09-19 | 422,000 | 1.93% |
BONDS
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of Bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (Fourth Tranche) (Type II) | 25 GF 08 | 524437 | 2025-09-18 | 2025-09-19 | 2028-09-19 | 51,000 | 1.95% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (Fifth Tranche) (Type I) | 25 GF 09 | 524472 | 2025-10-14 | 2025-10-15 | 2027-10-15 | 500,000 | 1.99% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (Ninth Tranche) (Type I) | 25 GF 11 | 524520 | 2025-11-07 | 2025-11-10 | 2027-11-10 | 331,000 | 1.84% | ||
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (SIXTHRANCHE) (Type II) | 25 GF 12 | 524521 | 2025-11-07 | 2025-11-10 | 2030-11-10 | 116,000 | 2.03% | ||
| Suitability arrangement of investors (if any) | Target investors are professional institutional investors who hold an A-share security account in China Securities Depository and Clearing Corporation Limited, Shenzhen Branch (unless otherwise provided by laws and regulations). | ||||||||
| Applicable trading system | Listed on the SZSE, and the transaction methods include matching transaction, click transaction, inquiry transaction, bidding transaction and negotiation transaction. | ||||||||
| Any risk of termination of listing for trading (if any) and the response | N/A |
Note: Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (Third Tranche) (Type I) amounting to RMB3.90 billion was issued on August 7, 2025. On August 26, 2025, the Company completed the additional issuance of Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (Third Tranche) (Type I) amounting to RMB0.80 billion. The abbreviation, code, coupon rate, maturity date and other issuance elements of the additionally issued bonds were consistent with those of the existing bonds.
BONDS
14. Public Issuance of Subordinated Bonds in 2025
Unit: RMB' 0,000
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of Bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (First Tranche) (Type I) | 25 GF C1 | 524181 | 2025-03-18 | 2025-03-19 | 2026-04-17 | 350,000 | 2.10% | Interest and the principal shall be fully repaid upon maturity. | SZSE |
| Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (Second Tranche) (Type I) | 25 GF C3 | 524265 | 2025-05-21 | 2025-05-22 | 2028-05-22 | 200,000 | 1.95% | Interest shall be paid annually while the principal shall be fully repaid upon maturity. | |
| Sci-tech Innovation Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (First Tranche) | 25 G KC1 | 524282 | 2025-05-28 | 2025-05-29 | 2028-05-29 | 100,000 | 1.75% | ||
| Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (Third Tranche) | 25 GF C5 | 524375 | 2025-07-17 | 2025-07-18 | 2028-07-18 | 416,000 | 1.85% |
BONDS
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of Bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (Fourth Tranche) | 25 GF C6 | 524471 | 2025-10-16 | 2025-10-17 | 2028-10-17 | 300,000 | 2.20% | ||
| Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (Fifth Tranche) | 25 GF C7 | 524544 | 2025-11-18 | 2025-11-19 | 2028-11-19 | 295,000 | 2.00% | ||
| Suitability arrangement of investors (if any) | Target investors are professional institutional investors who hold an A-share security account in China Securities Depository and Clearing Corporation Limited, Shenzhen Branch (excluding purchasers prohibited by laws and regulations). | ||||||||
| Applicable trading system | Listed on the SZSE, and the transaction methods include matching transaction, click transaction, inquiry transaction, bidding transaction and negotiation transaction. | ||||||||
| Any risk of termination of listing for trading (if any) and the response | N/A |
Note: Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (Third Tranche) amounting to RMB1.40 billion was issued on July 18, 2025. On August 19, 2025, the Company completed the additional issuance of Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (Third Tranche) (first time) amounting to RMB0.50 billion. The abbreviation, code, coupon rate, maturity date and other issuance elements of the additionally issued bonds were consistent with those of the existing bonds. On September 12, 2025, the Company completed the additional issuance of Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (Third Tranche) (second time) amounting to RMB2.26 billion. The abbreviation, code, coupon rate, maturity date and other issuance elements of the additionally issued bonds were consistent with those of the existing bonds.
BONDS
15. Public Issuance of Short-term Corporate Bonds in 2025
Unit: RMB' 0,000
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of Bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Short-term Corporate Bonds | |||||||||
| Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (Eighth Tranche) | 25 G D10 | 524418 | 2025-08-28 | 2025-08-29 | 2026-08-24 | 500,000 | 1.73% | Interest and the principal shall be fully repaid upon maturity. | SZSE |
| Short-term Corporate Bonds | |||||||||
| Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (Ninth Tranche) | 25 G D13 | 524462 | 2025-10-13 | 2025-10-14 | 2026-10-14 | 300,000 | 1.71% | ||
| Suitability arrangement of investors (if any) | Target investors are professional institutional investors who hold an A-share security account in China Securities Depository and Clearing Corporation Limited, Shenzhen Branch (unless otherwise provided by laws and regulations). | ||||||||
| Applicable trading system | Listed on the SZSE, and the transaction methods include matching transaction, click transaction, inquiry transaction, bidding transaction and negotiation transaction. | ||||||||
| Any risk of termination of listing for trading (if any) and the response | N/A |
BONDS
16. Non-Public Issuance of Short-term Corporate Bonds in 2025
Unit: RMB* 0,000
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of Bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Short-term Corporate Bonds | 25 G D11 | 134452 | 2025-9-24 | 2025-9-25 | 2026-5-22 | 428,000 | 1.78% | Interest and the principal shall be fully repaid upon maturity. | SZSE |
| Non-Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (Third Tranche) (Type I) | |||||||||
| Short-term Corporate Bonds | 25 G D12 | 134510 | 2025-9-24 | 2025-9-25 | 2026-9-23 | 360,000 | 1.79% | ||
| Non-Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (Third Tranche) (Type II) | |||||||||
| Short-term Corporate Bonds | 25 G D14 | 134566 | 2025-10-24 | 2025-10-27 | 2026-10-22 | 335,000 | 1.77% | ||
| Non-Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (Fourth Tranche) | |||||||||
| Short-term Corporate Bonds | 25 G D15 | 134727 | 2025-12-19 | 2025-12-22 | 2026-12-22 | 400,000 | 1.75% | ||
| Non-Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (Fifth Tranche) |
Suitability arrangement of investors (if any) Target investors are professional institutional investors who hold an A-share security account in China Securities Depository and Clearing Corporation Limited, Shenzhen Branch (unless otherwise provided by laws and regulations).
Applicable trading system Listed and transferred on the SZSE, and the transaction methods include click transaction, inquiry transaction, bidding transaction and negotiation transaction.
Any risk of termination of listing for trading (if any) and the response N/A
BONDS
17. Non-Public Issuance of Corporate Bonds in 2025
Unit: RMB* 0,000
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Corporate Bonds Non-Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2025 (First Tranche) | 25 GF 13 | 134749 | 2025-12-29 | 2025-12-30 | 2027-05-26 | 220,000 | 1.85% | Interest and the principal shall be fully repaid upon maturity. | SZSE |
| Suitability arrangement of investors (if any) | Target investors are professional institutional investors who hold an A-share security account in China Securities Depository and Clearing Corporation Limited, Shenzhen Branch (unless otherwise provided by laws and regulations). | ||||||||
| Applicable trading system | Listed on the SZSE, and the transaction methods include matching transaction, click transaction, inquiry transaction, bidding transaction and negotiation transaction. | ||||||||
| Any risk of termination of listing for trading (if any) and the response | N/A |
BONDS
18. Public Issuance of Corporate Bonds in 2026
Unit: RMB* 0,000
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2026 (First Tranche) (Type I) | 26 GF 02 | 524677 | 2026-03-05 | 2026-03-06 | 2029-03-06 | 285,000 | 1.80% | Interest shall be paid annually while the principal shall be fully repaid upon maturity. | SZSE |
| Corporate Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2026 (First Tranche) (Type II) | 26 GF 03 | 524678 | 2026-03-05 | 2026-03-06 | 2031-03-06 | 235,000 | 1.94% | ||
| Suitability arrangement of investors (if any) | Target investors are professional institutional investors who hold an A-share security account in China Securities Depository and Clearing Corporation Limited, Shenzhen Branch (unless otherwise provided by laws and regulations). | ||||||||
| Applicable trading system | Listed on the SZSE, and the transaction methods include matching transaction, click transaction, inquiry transaction, bidding transaction and negotiation transaction. | ||||||||
| Any risk of termination of listing for trading (if any) and the response | N/A |
BONDS
19. Public Issuance of Short-term Corporate Bonds in 2026
Unit: RMB* 0,000
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Short-term Corporate Bonds | |||||||||
| Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2026 (First Tranche) | 26 GF D1 | 524639 | 2026-01-22 | 2026-01-23 | 2027-01-23 | 300,000 | 1.60% | Interest and the principal shall be fully repaid upon maturity. | SZSE |
| Short-term Corporate Bonds | |||||||||
| Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2026 (Second Tranche) | 26 GF D2 | 524665 | 2026-02-05 | 2026-02-06 | 2027-02-03 | 600,000 | 1.69% | ||
| Short-term Corporate Bonds | |||||||||
| Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2026 (Third Tranche) (Type I) | 26 GF D3 | 524700 | 2026-03-11 | 2026-03-12 | 2027-02-19 | 160,000 | 1.61% | ||
| Short-term Corporate Bonds | |||||||||
| Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2026 (Third Tranche) (Type II) | 26 GF D4 | 524701 | 2026-03-11 | 2026-03-12 | 2027-03-12 | 540,000 | 1.62% | ||
| Suitability arrangement of investors (if any) | Target investors are professional institutional investors who hold an A-share security account in China Securities Depository and Clearing Corporation Limited, Shenzhen Branch (unless otherwise provided by laws and regulations). | ||||||||
| Applicable trading system | Listed on the SZSE, and the transaction methods include matching transaction, click transaction, inquiry transaction, bidding transaction and negotiation transaction. | ||||||||
| Any risk of termination of listing for trading (if any) and the response | N/A |
BONDS
20. Public Issuance of Subordinated Bonds in 2026
Unit: RMB* 0,000
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2026 (First Tranche) | 26 GF C1 | 524627 | 2026-01-16 | 2026-01-19 | 2029-01-19 | 172,000 | 2.00% | Interest shall be paid annually while the principal shall be fully repaid upon maturity. | SZSE |
Suitability arrangement of investors (if any) Target investors are professional institutional investors who hold an A-share security account in China Securities Depository and Clearing Corporation Limited, Shenzhen Branch (unless otherwise provided by laws and regulations).
Applicable trading system Listed on the SZSE, and the transaction methods include matching transaction, click transaction, inquiry transaction, bidding transaction and negotiation transaction.
Any risk of suspension of trading in the shares of the listed company N/A (if any) and the response
BONDS
- Public Issuance of Perpetual Subordinated Bonds in 2026
Unit: RMB* 0,000
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Perpetual Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2026 (First Tranche) | 26 GF Y1 | 524669 | 2026-02-09 | 2026-02-10 | The issuer has an option to redeem the bonds at principal amounts plus any accrued interest (including all deferred interest and its yield) on the fifth interest payment date or any interest payment date afterwards. | 300,000 | 2.32% | Interest will be paid annually if the issuer does not exercise the right to defer interest payment. | SZSE |
| Perpetual Subordinated Bonds Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2026 (Second Tranche) | 26 GF Y2 | 524714 | 2026-03-20 | 2026-03-23 | 404,000 | 2.30% | |||
| Suitability arrangement of investors (if any) | Target investors are professional institutional investors who hold an A-share security account in China Securities Depository and Clearing Corporation Limited, Shenzhen Branch (unless otherwise provided by laws and regulations). | ||||||||
| Applicable trading system | Listed on the SZSE, and the transaction methods include matching transaction, click transaction, inquiry transaction, bidding transaction and negotiation transaction. | ||||||||
| Any risk of termination of listing for trading (if any) and the response | N/A |
BONDS
22. Non-Public Issuance of Corporate Bonds in 2026
Unit: RMB* 0,000
| Name of bond | Abbreviation of bond | Code of bond | Issue date | Value date | Maturity date | Balance of bond | Coupon rate | Debt service | Trading place |
|---|---|---|---|---|---|---|---|---|---|
| Corporate Bonds Non-Publicly Issued by GF Securities Co., Ltd. to Professional Investors in 2026 (First Tranche) | 26 GF 01 | 134040 | 2026-01-30 | 2026-02-02 | 2027-06-23 | 532,000 | 1.90% | Interests and the principal shall be fully repaid upon maturity. | SZSE |
| Suitability arrangement of investors (if any) | Target investors are professional institutional investors who hold an A-share security account in China Securities Depository and Clearing Corporation Limited, Shenzhen Branch (unless otherwise provided by laws and regulations). | ||||||||
| Applicable trading system | Listed on the SZSE, and the transaction methods include matching transaction, click transaction, inquiry transaction, bidding transaction and negotiation transaction. | ||||||||
| Any risk of termination of listing for trading (if any) and the response | N/A |
Outstanding Overdue Bonds
N/A.
(II) Trigger and Performance of the Issuer or Investor Option Terms and Investor Protection Terms
The "21 GF Y1", "22 GF Y1", "22 GF Y2", "22 GF Y3", "23 GF Y1", "23 GF Y2", "23 GF Y3", "23 GF Y4", "24 GF Y1", "24 GF Y2", "26 GF Y1" and "26 GF Y2" Perpetual Subordinated Bonds issued by the Company include issuer's option to renew, issuer's option to defer interest payment and issuer's redemption option. These options had not been triggered and there were no renewal, interest hike and deferred interest during the Reporting Period. The Company had fully paid the interest for the current period in a timely manner.
BONDS
The resolution regarding the change of use and cancellation of the repurchased A shares was considered and approved at the 6th meeting of the 11th session of the Board of the Company held on January 20, 2025, at the 2025 first extraordinary general meeting, the 2025 first class meeting of A Shareholders and the 2025 first class meeting of H Shareholders of the Company held on February 13, 2025, respectively, which agreed to change the use of the repurchased A Shares as follows: the repurchased Shares shall be cancelled and the registered capital shall be reduced accordingly. All 15,242,153 A Shares held in the Company's designated securities account for repurchase shall be cancelled and the registered capital of the Company shall be reduced accordingly. Notice to Creditors Regarding the Cancellation of Repurchased A Shares and Reduction of Registered Capital was disclosed by the Company on February 14, 2025 to inform creditors of the above matters.
(III) Information on Intermediaries
| Name of bond | Name of intermediary | Business address | Name of signing accountant | Contact person of intermediary | Contact number |
|---|---|---|---|---|---|
| Principal underwriters or trustee managers | |||||
| Public Issuance of Corporate Bonds in 2021 | China Merchants Securities Co., Ltd. | China Merchants Securities Tower, No. 111 Fuhua 1st Road, Futian Subdistrict, Futian District, Shenzhen | - | Guo Lin | 0755-83081492 |
| Public Issuance of Subordinated Bonds in 2025 | |||||
| Public Issuance of Subordinated Bonds in 2026 | |||||
| Public Issuance of Short-term Corporate Bonds in 2026 | |||||
| Non-public Issuance of Corporate Bonds in 2024 | SDIC Securities Co., Ltd. | 26/F, Essence Financial Building, No. 119 Fuhua 1st Road, Futian Subdistrict, Futian District, Shenzhen, Guangdong Province | - | Xu Yingjie | 0755-81682808 |
| Non-public Issuance of Corporate Bonds in 2025 | |||||
| Non-public Issuance of Corporate Bonds in 2025 | |||||
| Public Issuance of Corporate Bonds in 2026 | |||||
| Non-public Issuance of Corporate Bonds in 2026 | |||||
| Non-public Issuance of Perpetual Subordinated Bonds in 2021 | Guosen Securities Co., Ltd. | 29/F, Guosen Financial Building, No. 125 Fuhua 1st Road, Futian District, Shenzhen | - | Guo Rui | 0755-81983098 |
BONDS
| Name of bond | Name of intermediary | Business address | Name of signing accountant | Contact person of intermediary | Contact number |
|---|---|---|---|---|---|
| Public Issuance of Corporate Bonds in 2022 | Orient Securities Co., Ltd. | 24/F, No. 318 Zhongshan South Road, Huangpu District, Shanghai | — | Song Yanwei, Zhang Zhiniao, Dang Jiesha | 021-23153888 |
| Public Issuance of Perpetual Subordinated Bonds in 2022 | |||||
| Public Issuance of Corporate Bonds in 2023 | |||||
| Public Issuance of Perpetual Subordinated Bonds in 2023 | |||||
| Public Issuance of Corporate Bonds in 2024 | |||||
| Public Issuance of Perpetual Subordinated Bonds in 2024 | |||||
| Public Issuance of Corporate Bonds in 2025 | |||||
| Public Issuance of Subordinated Bonds in 2025 | |||||
| Public Issuance of Subordinated Bonds in 2026 | |||||
| Public Issuance of Perpetual Subordinated Bonds in 2026 | |||||
| Public Issuance of Corporate Bonds in 2023 | Guotai Haitong Securities Co., Ltd. | 33/F, Bohua Plaza, No. 669 Xinzha Road, Jing'an District, Shanghai | — | Jin Yue | 010-83939722 |
| Public Issuance of Perpetual Subordinated Bonds in 2023 | |||||
| Public Issuance of Corporate Bonds in 2024 | |||||
| Public Issuance of Perpetual Subordinated Bonds in 2024 | |||||
| Public Issuance of Corporate Bonds in 2025 | |||||
| Public Issuance of Corporate Bonds in 2026 | |||||
| Public Issuance of Corporate Bonds in 2026 | CITIC Securities Company Limited | 21F CITIC Securities Tower, No.8 Zhongxin 3rd Road, Futian District, Shenzhen, Guangdong Province | — | Hu Fujie, Wu Mengzhou | 010-60838888 |
| Public Issuance of Corporate Bonds in 2023 | China Galaxy Securities Co., Ltd. | Room 101, 7-18/F, Building No. 1, No. 8 Xiving Street, Fengtai District, Beijing | — | Chen Qu, Deng Xiaoxia, Liu Jiahui | 010-80927268 |
| Public Issuance of Corporate Bonds in 2024 |
BONDS
| Name of bond | Name of intermediary | Business address | Name of signing accountant | Contact person of intermediary | Contact number |
|---|---|---|---|---|---|
| Public Issuance of Corporate Bonds in 2023 | Kaiyuan Securities Co., Ltd. | 5/F, Block B, City Gate, No. 1 Jinye Road, Hightech Zone, Xi'an, Shaanxi Province | — | Zhao Xin, Xu Mengyuan | 029-81887062 |
| Public Issuance of Corporate Bonds in 2024 | |||||
| Public Issuance of Corporate Bonds in 2023 | Huaying Securities Co., Ltd. | Building F12, China IoT International Innovation Park, No. 200 Linghu Avenue, Xinwu District, Wuxi | — | Xu Rui, Yang Hui, Sun Zheng | 0510-85200510 |
| Public Issuance of Corporate Bonds in 2024 | |||||
| Public Issuance of Corporate Bonds in 2022 | Ping An Securities Co., Ltd. | 22-25/F, Tower B, Pingan Finance Tower, No. 5023 Yitian Road, Futian Subdistrict, Futian District, Shenzhen | — | Zhou Shunqiang, Guo Jinzhi | 0755-22101049 |
| Public Issuance of Subordinated Bonds in 2022 | |||||
| Public Issuance of Subordinated Bonds in 2023 | |||||
| Public Issuance of Subordinated Bonds in 2024 | |||||
| Public Issuance of Short-term Corporate Bonds in 2025 | |||||
| Public Issuance of Corporate Bonds in 2026 | |||||
| Public Issuance of Short-term Corporate Bonds in 2026 | |||||
| Public Issuance of Perpetual Subordinated Bonds in 2026 | |||||
| Public Issuance of Corporate Bonds in 2022 | Great Wall Securities Co., Ltd. | 10-19/F, South Tower, Shenzhen Energy Mansion, No. 2026 Jintian Road, Futian Subdistrict, Futian District, Shenzhen | — | Jiang Tingyu, Hu Hairen, Xing Yinchen, Yuan Xianghao | 010-88366060 |
| Public Issuance of Corporate Bonds in 2026 | |||||
| Public Issuance of Corporate Bonds in 2025 | BOC International (China) Co., Ltd. | 7/F, No. 110 Xidan North Avenue, Xicheng District, Beijing | — | Wang Rui, Zhang Zhengqin | 010-66229276 |
| Public Issuance of Subordinated Bonds in 2025 | Sealand Securities Co., Ltd. | Guohai Building, No. 46 Binhu Road, Nanning, Guangxi | — | Li Chenyang | 0755-83703148 |
| Public Issuance of Short-term Corporate Bonds in 2025 | Huatai United Securities Co., Ltd. | Room 401, Building B7, Qianhai Shenzhen-Hong Kong Fund Town, No. 128 Guiwan 5th Road, Nanshan Subdistrict, Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone, Shenzhen | — | Wang Zhuangsheng | 0755-81902000 |
BONDS
| Name of bond | Name of intermediary | Business address | Name of signing accountant | Contact person of intermediary | Contact number |
|---|---|---|---|---|---|
| Public Issuance of Corporate Bonds in 2025 | CSC Financial Co., Ltd. | Unit 4, No. 66 Anli Road, Chaoyang District, Beijing | — | Feng Wei, Zhang Yu | 010-56052219 |
| Public Issuance of Perpetual Subordinated Bonds in 2026 | Caida Securities Co., Ltd. | Zhuangjia Finance Building, No. 35 Ziqiang Road, Qiaoxi District, Shijiazhuang City, Hebei Province | — | Lin Qian | 010-83251670 |
| Public Issuance of Perpetual Subordinated Bonds in 2026 | Huafu Securities Co., Ltd. | 3/F, 4/F, 5/F, Building 1, No. 27 Guping Road, Gulou District, Fuzhou City, Fujian Province | — | Chen Fei | 021-20710417 |
| Public Issuance of Perpetual Subordinated Bonds in 2026 | Guoyuan Securities Co., Ltd. | No. 18 Meishan Road, Shushan District, Hefei City, Anhui Province | — | Gao Zhangheng | 0551-62207712 |
| Public Issuance of Corporate Bonds in 2026 | Sinolink Securities Co., Ltd. | No.95 Dongchenggen Upper Street, Qingyang District, Chengdu | — | Chen Siyu | 028-86690021 |
| Accounting Firms | |||||
| Public Issuance of Corporate Bonds in 2021 | Ernst & Young Hua Ming LLP | 16th Floor, Ernst & Young Tower, Oriental Plaza, No. 1 East Chang’an Avenue, Dongcheng District, Beijing, China | Changhua, Zhao Ya, He Yanyi | He Mingzhi | 020-28812888 |
| Non-public Issuance of Perpetual Subordinated Bonds in 2021 | |||||
| Public Issuance of Corporate Bonds in 2022 | |||||
| Public Issuance of Subordinated Bonds in 2022 | |||||
| Public Issuance of Perpetual Subordinated Bonds in 2022 |
BONDS
| Name of bond | Name of intermediary | Business address | Name of signing accountant | Contact person of intermediary | Contact number |
|---|---|---|---|---|---|
| Public Issuance of Corporate Bonds in 2023 | Ernst & Young Hua Ming LLP | 16th Floor, Ernst & Young Tower, Oriental Plaza, No. 1 East Chang'an Avenue, Dongcheng District, Beijing, China | Changhua, He Yanyi | He Mingzhi | 020-28812888 |
| Public Issuance of Subordinated Bonds in 2023 | |||||
| Public Issuance of Perpetual Subordinated Bonds in 2023 | |||||
| Public Issuance of Corporate Bonds in 2024 (24 GF 01, 24 GF 02, 24 GF 03, 24 GF 04, 24 GF 05, 24 GF 06) | |||||
| Public Issuance of Subordinated Bonds in 2024 | |||||
| Public Issuance of Perpetual Subordinated Bonds in 2024 (24 GF Y1) | |||||
| Public Issuance of Corporate Bonds in 2024 (24 GF 08, 24 GF 09, 24 GF 12, 24 GF 13, 24 GF 14) | Ernst & Young Hua Ming LLP | 16th Floor, Ernst & Young Tower, Oriental Plaza, No. 1 East Chang'an Avenue, Dongcheng District, Beijing, China | Changhua, He Mingzhi | He Mingzhi | 020-28812888 |
| Non-public Issuance of Corporate Bonds in 2024 | |||||
| Public Issuance of Perpetual Subordinated Bonds in 2024 (24 GF Y2) | |||||
| Public Issuance of Corporate Bonds in 2025 | |||||
| Public Issuance of Subordinated Bonds in 2025 | |||||
| Public Issuance of Short-term Corporate Bonds in 2025 | |||||
| Non-public Issuance of Short-term Corporate Bonds in 2025 | |||||
| Non-public Issuance of Corporate Bonds in 2025 | |||||
| Public Issuance of Corporate Bonds in 2026 | |||||
| Public Issuance of Short-term Corporate Bonds in 2026 | |||||
| Public Issuance of Subordinated Bonds in 2026 | |||||
| Public Issuance of Perpetual Subordinated Bonds in 2026 | |||||
| Non-public Issuance of Corporate Bonds in 2025 |
BONDS
| Name of bond | Name of intermediary | Business address | Name of signing accountant | Contact person of intermediary | Contact number |
|---|---|---|---|---|---|
| Law Offices | |||||
| Public Issuance of Corporate Bonds in 2021 | Jia Yuan Law Offices | F408 Ocean Plaza, No. 158 | |||
| Fuxingmennei Avenue, Xicheng District, Beijing | — | Wang Hao | 010-66413377 | ||
| Non-public Issuance of Perpetual Subordinated Bonds in 2021 | |||||
| Public Issuance of Corporate Bonds in 2022 | |||||
| Public Issuance of Subordinated Bonds in 2022 | |||||
| Public Issuance of Perpetual Subordinated Bonds in 2022 | |||||
| Public Issuance of Corporate Bonds in 2023 | |||||
| Public Issuance of Subordinated Bonds in 2023 | |||||
| Public Issuance of Perpetual Subordinated Bonds in 2023 | |||||
| Public Issuance of Corporate Bonds in 2024 | |||||
| Non-public Issuance of Corporate Bonds in 2024 | |||||
| Public Issuance of Subordinated Bonds in 2024 | |||||
| Public Issuance of Perpetual Subordinated Bonds in 2024 | |||||
| Public Issuance of Corporate Bonds in 2025 | |||||
| Public Issuance of Subordinated Bonds in 2025 | |||||
| Public Issuance of Short-term Corporate Bonds in 2025 | |||||
| Non-public Issuance of Short-term Corporate Bonds in 2025 | |||||
| Non-public Issuance of Corporate Bonds in 2025 | |||||
| Public Issuance of Corporate Bonds in 2026 | |||||
| Public Issuance of Short-term Corporate Bonds in 2026 | |||||
| Public Issuance of Subordinated Bonds in 2026 | |||||
| Public Issuance of Perpetual Subordinated Bonds in 2026 | |||||
| Non-public Issuance of Corporate Bonds in 2026 |
BONDS
| Name of bond | Name of intermediary | Business address | Name of signing accountant | Contact person of intermediary | Contact number |
|---|---|---|---|---|---|
| Rating Agencies | |||||
| Public Issuance of Corporate Bonds in 2021 | China Cheng Xin International Credit Rating Co. Ltd | Building 5, Galaxy SOHO, Chaoyangmennei Avenue, Dongcheng District, Beijing | — | Qin Litong | 010-66428877 |
| Non-public Issuance of Perpetual Subordinated Bonds in 2021 | |||||
| Public Issuance of Corporate Bonds in 2022 | |||||
| Public Issuance of Subordinated Bonds in 2022 | |||||
| Public Issuance of Perpetual Subordinated Bonds in 2023 | |||||
| Public Issuance of Corporate Bonds in 2023 | |||||
| Public Issuance of Subordinated Bonds in 2024 | |||||
| Non-public Issuance of Corporate Bonds in 2024 | |||||
| Public Issuance of Subordinated Bonds in 2024 | |||||
| Public Issuance of Perpetual Subordinated Bonds in 2025 | |||||
| Public Issuance of Subordinated Bonds in 2025 | |||||
| Non-public Issuance of Short-term Corporate Bonds in 2025 | |||||
| Non-public Issuance of Short-term Corporate Bonds in 2025 | |||||
| Non-public Issuance of Corporate Bonds in 2025 | |||||
| Public Issuance of Subordinated Bonds in 2026 | |||||
| Public Issuance of Perpetual Subordinated Bonds in 2026 | |||||
| Non-public Issuance of Corporate Bonds in 2026 |
Annual Report 2025
BONDS
Change of the above organizations during the Reporting Period
No
(IV) Use of Proceeds
Unit: RMB' 0,000
| Code of bond | Abbreviation of bond | Total amount of proceeds | Amount of proceeds utilized | Amount of proceeds not utilized | Operation of special account for the proceeds (if any) | Rectification of noncompliant use of proceeds (if any) | Consistency of the use of proceeds with the commitments, the planned use and other agreements in the prospectus |
|---|---|---|---|---|---|---|---|
| 149500 | 21 GF 04 | 100,000 | 100,000 | — | The Company designated a special account for the collection of the proceeds according to the requirements in the prospectus; as of the date of this report, the proceeds have been used according to the plan set forth in the prospectus. | There was no non compliant use of proceeds. | Yes |
| 149563 | 21 GF 06 | 450,000 | 450,000 | — | |||
| 149564 | 21 GF 07 | 150,000 | 150,000 | — | |||
| 149634 | 21 GF 11 | 200,000 | 200,000 | — | |||
| 149635 | 21 GF 12 | 200,000 | 200,000 | — | |||
| 149703 | 21 GF 20 | 350,000 | 350,000 | — | |||
| 149704 | 21 GF 21 | 100,000 | 100,000 | — | |||
| 115125 | 21 GF Y1 | 100,000 | 100,000 | — | |||
| 149990 | 22 GF 02 | 200,000 | 200,000 | — | |||
| 149991 | 22 GF 03 | 60,000 | 60,000 | — | |||
| 148010 | 22 GF 05 | 300,000 | 300,000 | — | |||
| 148011 | 22 GF 06 | 150,000 | 150,000 | — | |||
| 148027 | 22 GF 08 | 250,000 | 250,000 | — | |||
| 148028 | 22 GF 09 | 120,000 | 120,000 | — | |||
| 148067 | 22 GF 12 | 50,000 | 50,000 | — | |||
| 148086 | 22 GF C2 | 50,000 | 50,000 | — | |||
| 148122 | 22 GF C4 | 50,000 | 50,000 | — | |||
| 149967 | 22 GF Y1 | 270,000 | 270,000 | — | |||
| 148004 | 22 GF Y2 | 500,000 | 500,000 | — | |||
| 148016 | 22 GF Y3 | 230,000 | 230,000 | — |
BONDS
| Code of bond | Abbreviation of bond | Total amount of proceeds | Amount of proceeds utilized | Amount of proceeds not utilized | Operation of special account for the proceeds (if any) | Rectification of noncompliant use of proceeds (if any) | Consistency of the use of proceeds with the commitments, the planned use and other agreements in the prospectus |
|---|---|---|---|---|---|---|---|
| 148270 | 23 GF 04 | 350,000 | 350,000 | — | — | — | — |
| 148271 | 23 GF 05 | 100,000 | 100,000 | — | — | — | — |
| 148376 | 23 GF 06 | 150,000 | 150,000 | — | — | — | — |
| 148484 | 23 GF 09 | 210,000 | 210,000 | — | — | — | — |
| 148441 | 23 GF C1 | 100,000 | 100,000 | — | — | — | — |
| 148192 | 23 GF Y1 | 50,000 | 50,000 | — | — | — | — |
| 148253 | 23 GF Y2 | 300,000 | 300,000 | — | — | — | — |
| 148286 | 23 GF Y3 | 500,000 | 500,000 | — | — | — | — |
| 148309 | 23 GF Y4 | 300,000 | 300,000 | — | — | — | — |
| 148583 | 24 GF 01 | 260,000 | 260,000 | — | — | — | — |
| 148584 | 24 GF 02 | 200,000 | 200,000 | — | — | — | — |
| 148585 | 24 GF 03 | 140,000 | 140,000 | — | — | — | — |
| 148603 | 24 GF 04 | 170,000 | 170,000 | — | — | — | — |
| 148604 | 24 GF 05 | 130,000 | 130,000 | — | — | — | — |
| 148711 | 24 GF 06 | 290,000 | 290,000 | — | — | — | — |
| 148988 | 24 GF 08 | 240,000 | 240,000 | — | — | — | — |
| 148989 | 24 GF 09 | 120,000 | 120,000 | — | — | — | — |
| 134080 | 24 GF 11 | 80,000 | 80,000 | — | — | — | — |
| 524029 | 24 GF 12 | 280,000 | 280,000 | — | — | — | — |
| 524030 | 24 GF 13 | 220,000 | 220,000 | — | — | — | — |
| 524084 | 24 GF 14 | 500,000 | 500,000 | — | — | — | — |
| 148567 | 24 GF C1 | 300,000 | 300,000 | — | — | — | — |
| 148591 | 24 GF Y1 | 200,000 | 200,000 | — | — | — | — |
| 148942 | 24 GF Y2 | 210,000 | 210,000 | — | — | — | — |
| 524418 | 25 G D10 | 500,000 | 500,000 | — | — | — | — |
| 134452 | 25 G D11 | 428,000 | 428,000 | — | — | — | — |
| 134510 | 25 G D12 | 360,000 | 360,000 | — | — | — | — |
| 524462 | 25 G D13 | 300,000 | 300,000 | — | — | — | — |
| 134566 | 25 G D14 | 335,000 | 335,000 | — | — | — | — |
| 134727 | 25 G D15 | 400,000 | 400,000 | — | — | — | — |
| 524282 | 25 G KC1 | 100,000 | 100,000 | — | — | — | — |
| 524121 | 25 GF 01 | 160,000 | 160,000 | — | — | — | — |
| 524122 | 25 GF 02 | 150,000 | 150,000 | — | — | — | — |
| 524149 | 25 GF 03 | 330,000 | 330,000 | — | — | — | — |
| 524393 | 25 GF 05 | 470,000 | 470,000 | — | — | — | — |
| 524394 | 25 GF 06 | 110,000 | 110,000 | — | — | — | — |
| 524436 | 25 GF 07 | 422,000 | 422,000 | — | — | — | — |
BONDS
| Code of bond | Abbreviation of bond | Total amount of proceeds | Amount of proceeds utilized | Amount of proceeds not utilized | Operation of special account for the proceeds (if any) | Rectification of noncompliant use of proceeds (if any) | Consistency of the use of proceeds with the commitments, the planned use and other agreements in the prospectus |
|---|---|---|---|---|---|---|---|
| 524437 | 25 GF 08 | 51,000 | 51,000 | — | |||
| 524472 | 25 GF 09 | 500,000 | 500,000 | — | |||
| 524520 | 25 GF 11 | 331,000 | 331,000 | — | |||
| 524521 | 25 GF 12 | 116,000 | 116,000 | — | |||
| 134749 | 25 GF 13 | 220,000 | 220,000 | — | |||
| 524181 | 25 GF C1 | 350,000 | 350,000 | — | |||
| 524265 | 25 GF C3 | 200,000 | 200,000 | — | |||
| 524375 | 25 GF C5 | 416,000 | 416,000 | — | |||
| 524471 | 25 GF C6 | 300,000 | 300,000 | — | |||
| 524544 | 25 GF C7 | 295,000 | 295,000 | — | |||
| 134848 | 26 GF 01 | 532,000 | 532,000 | — | |||
| 524677 | 26 GF 02 | 285,000 | — | 285,000 | |||
| 524678 | 26 GF 03 | 235,000 | 20,000 | 215,000 | |||
| 524627 | 26 GF C1 | 172,000 | 172,000 | — | |||
| 524639 | 26 GF D1 | 300,000 | 300,000 | — | |||
| 524665 | 26 GF D2 | 600,000 | 600,000 | — | |||
| 524700 | 26 GF D3 | 160,000 | 160,000 | — | |||
| 524701 | 26 GF D4 | 540,000 | 540,000 | — | |||
| 524669 | 26 GF Y1 | 300,000 | 20,000 | 280,000 | |||
| 524714 | 26 GF Y2 | 404,000 | — | 404,000 |
The proceeds from the above bonds, after deducting issuance costs, were used to replenish working capital or repay matured debt, of which, no less than 70% of proceeds from 25 G KC1 will be specifically used to support businesses in the field of technological innovation.
Use of proceeds for construction projects
N/A
Change by the Company of the use of proceeds from issuance of bonds as mentioned above during the Reporting Period
N/A
BONDS
(V) Adjustments to Credit Rating during the Reporting Period
N/A
(VI) Performance of and Changes in Guarantees, Debt Repayment Plans and Other Debt Repayment Safeguard Measures during the Reporting Period and the Effects on the Interests of Bond Investors
The above corporate bonds bear no warranties.
The debt repayment plans of the above corporate bonds: The Company will fulfil the obligation of interest payment on a timely basis as agreed in the bond prospectus. If the interest payment date or the repayment date falls on a statutory holiday or rest day, such date shall be postponed to the next business day, and no interest shall be accrued during such period. The principal and interest of corporate bonds shall be paid through registration authorities and relevant institutions. The detailed matters about principal and interest payment shall be explained by the Company in the relevant announcement published through the media designated by the CSRC according to the relevant national provisions. During the Reporting Period, there was no delayed payment of principal and interests for these corporate bonds and there was no default in debt settlement thereof.
The safeguard measures on debt repayment of the above corporate bonds include but are not limited to: retaining a bond manager; establishing a special repayment work team; establishing the Bondholder Meeting Rules; and disclosing information strictly. Furthermore, if it is predicted that the principal and interest of the bonds cannot be repaid on time when due or if the principal and interest of the bonds cannot be repaid at the end of the period, the Company shall adopt the following measures in accordance with the mandatory requirements (if applicable) under laws, regulations or regulatory documents: no profit shall be distributed to the shareholders; significant external investment, mergers and acquisitions, and other capital expenditure projects shall be postponed; salary and bonus of the Directors and senior management shall be reduced or suspended; and the main responsible person shall not be transferred.
During the Reporting Period, the above corporate bonds' credit enhancement mechanism, debt repayment plan and the other debt repayment supporting measures were not changed.
III. DEBT FINANCING INSTRUMENTS FOR NON-FINANCIAL BUSINESSES
During the Reporting Period, the Company had no debt financing instruments for non-financial businesses.
BONDS
IV. CONVERTIBLE CORPORATE BONDS
During the Reporting Period, the Company had no convertible corporate bonds.
On January 7, 2026, the Company disclosed the Announcement on Placing of New H Shares under the General Mandate and Issue of H-Share Convertible Bonds. According to the resolutions of the Company’s Second Extraordinary General Meeting in 2025 and the Twelfth Meeting of the Eleventh Board of Directors, the Company proposed to place 219,000,000 newly issued H Shares to qualified independent investors at the Placing Price of HK$18.15 per share (the “H-Share Placing”), and to issue Bonds with a total principal amount of HK$2,150 million convertible into the Company’s H Shares (the “Issue of H-Share Convertible Bonds”).
The Issue of H-Share Convertible Bonds was completed on January 14, 2026, with H-Share Convertible Bonds in total principal amount of HK$2,150 million. Pursuant to the terms and conditions, the H-Share Convertible Bonds may be converted into the Company’s H Shares under certain circumstances at the initial Conversion Price of HK$19.82 per H Share (subject to adjustments). Assuming full conversion of the H-Share Convertible Bonds at the initial Conversion Price of HK$19.82 per H Share, they will be convertible into approximately 108,476,287 H Shares of the Company. The Company has obtained approval from the Hong Kong Stock Exchange for the listing and trading of the Placing Shares and the Conversion Shares, and has obtained approval from Vienna MTF operated by the Vienna Stock Exchange, for the listing of the bonds.
V. LOSSES DURING THE REPORTING PERIOD REPRESENTING MORE THAN 10% OF NET ASSETS AS AT THE END OF LAST YEAR ON A CONSOLIDATED BASIS
N/A
VI. INTEREST-BEARING DEBTS OTHER THAN BONDS OVERDUE AT THE END OF THE REPORTING PERIOD
N/A
VII. BUSINESS OF INCOME CERTIFICATES DURING THE REPORTING PERIOD
As of December 31, 2025, the scale of existing income certificates of the Company was RMB48.221 billion. During the Reporting Period, all income certificates issued by the Company were redeemed in accordance with the redemption date agreed in the contract, and there was no delay in redemption. The Company has sufficient liquidity to meet the needs of daily operations and repayment of due debts. During the Reporting Period, there was no significant change in the liquidity risk and credit risk of the income certificates.
VIII. WHETHER THERE WAS ANY NON-COMPLIANCE OF RULES AND REGULATIONS DURING THE REPORTING PERIOD
No
DOCUMENTS AVAILABLE FOR INSPECTION
6
Annual Report 2025

DOCUMENTS AVAILABLE FOR INSPECTION
(1) Text of the annual financial report (H Share). (2) The original text of the auditor’s report issued by Ernst & Young. (3) The original copies of all corporate documents and announcements publicly disclosed during the Reporting Period. (4) Annual reports published at other securities markets.
Appendix
INDEPENDENT AUDITOR’S REPORT, CONSOLIDATED FINANCIAL STATEMENTS AND NOTES
6
Annual Report 2025

INDEPENDENT AUDITOR'S REPORT

Ernst & Young
27/F, One Taikoo Place
979 King's Road
Quarry Bay, Hong Kong
安永會計師事務所
香港鰂魚涌英皇道979號
太古坊一座27樓
Tel 電話: +852 2846 9888
Fax 傳真: +852 2868 4432
ey.com
To the Shareholders of GF Securities Co., Ltd.
(Established in the People's Republic of China with limited liability)
OPINION
We have audited the consolidated financial statements of GF Securities Co., Ltd. (the "Company") and its subsidiaries (the "Group") set out on pages 285 to 456, which comprise the consolidated statement of financial position as at 31 December 2025, and the consolidated statement of profit or loss, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy 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 ("IASB") 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") as issued by the International Auditing and Assurance Standards Board. 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 Code of Ethics for Professional Accountants (the "Code"), as applicable to audits of financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgement, 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. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated financial statements.
INDEPENDENT AUDITOR'S REPORT
KEY AUDIT MATTERS (continued)
Key audit matter
Valuation of financial instruments
The Group has applied valuation techniques to determine the fair value of financial instruments that do not have quoted prices in active markets, such as unlisted equity investments, private equity fund investments, over-the-counter derivatives and certain debt instruments. These valuation techniques may involve the use of significant unobservable inputs requiring assumptions and estimates based on management's subjective judgements. The valuation results can vary significantly under different valuation techniques and assumptions.
As at 31 December 2025, the carrying amounts of the Group's financial assets and financial liabilities measured at fair value totalled RMB489.06 billion and RMB68.63 billion, respectively, accounting for 50.14% and 8.44% of total assets and total liabilities, respectively. Given the higher uncertainty in valuation results, financial instruments whose fair value measurement involves significant unobservable inputs are categorised as Level 3 within the fair value hierarchy. As at 31 December 2025, RMB16.68 billion or 3.41% of financial assets and RMB5.59 billion or 8.14% of financial liabilities measured at fair value were categorised as Level 3. Given the materiality of the balances and the significant judgements involved in the valuation measurement of Level 3 financial instruments, we consider the valuation of financial instruments a key audit matter.
Relevant disclosures are included in notes 4 and 70 to the consolidated financial statements.
How our audit addressed the key audit matter
We evaluated and tested the design and operating effectiveness of key controls over the valuation of financial instruments.
We performed audit procedures to evaluate the appropriateness of valuation techniques, inputs and assumptions, including comparison with the valuation techniques commonly used in the markets by industry peers, assessment of observable inputs using external market data, and comparison with valuation results calculated using various pricing sources.
For financial instruments whose valuations were calculated using significant unobservable inputs, such as unlisted equity investments, private equity fund investments, over-the-counter derivatives and certain debt instruments, we evaluated the competency of valuation experts used by the Group. With the support of our internal valuation specialists, we assessed the valuation models for such financial instruments, reviewed management's valuation on selected samples with reference to relevant market data, contracts and other documents, and assessed the reasonableness of the valuation results.
We checked and assessed the appropriateness of the financial statement disclosures in relation to the valuation of financial instruments in the context of applicable accounting framework.
INDEPENDENT AUDITOR'S REPORT
KEY AUDIT MATTERS (continued)
Key audit matter How our audit addressed the key audit matter
Impairment assessment of debt instruments at amortised cost, debt instruments at fair value through other comprehensive income, advances to customers, financial assets held under resale agreements and lease receivables
The Group applied the expected credit loss ("ECL") model to determine and measure the impairment allowance for certain financial assets, in accordance with IFRS 9 Financial Instruments.
We evaluated and tested the design and operating effectiveness of the key internal controls over investment approval, post-approval management, credit rating, collateral management, impairment assessment and model governance.
Such financial assets mainly include debt instruments measured at amortised cost, debt instruments measured at fair value through other comprehensive income, advances to customers, financial assets held under resale agreements and lease receivables, which amounted to RMB261.88 billion as at 31 December 2025, accounting for 26.85% of total assets. Allowance for impairment losses of the above financial assets amounted to RMB1.85 billion. As the measurement of expected credit losses involves significant judgements and assumptions, in view of the materiality of the balances, we consider the impairment assessment of the above financial instruments a key audit matter.
We tested the information system functions with the support of our IT experts; we checked the quality of the basic data used by the management in the measurement of expected credit losses, and review the accuracy and completeness of the data.
We involved our internal modelling specialists to evaluate and test the ECL model, key parameters, assumptions and the reasonableness of relevant key management judgements, including staging, probability of default, loss given default, exposure at default and forward-looking information, etc., and reviewed the accuracy of the calculation of ECL.
Relevant disclosures are included in notes 4, 27, 28, 30, 32(ii), 33 and 35 to the consolidated financial statements.
We checked and assessed the appropriateness of the financial statement disclosures in relation to the expected credit losses in the context of applicable accounting framework.
INDEPENDENT AUDITOR'S REPORT
KEY AUDIT MATTERS (continued)
Key audit matter
Consolidation assessment of structured entities
The Group holds interests in various structured entities as a result of its business activities in financial investment and asset management. Such interests in structured entities include wealth management products, funds and trust plans. The Group comprehensively considers the power it possesses, its exposure to variable returns, and the link between such power and returns to determine whether it has control over such structured entities, and therefore whether it should include them in the scope of consolidation.
The assessment of the Group’s control over structured entities involves significant judgement on factors such as the purpose, relevant activities and decision-making process of structured entities, the Group’s ability to direct the relevant activities, direct and indirect beneficial interests and returns, performance fee and remuneration. The comprehensive analysis of these factors and the conclusion on whether the Group has control involve significant management judgements and estimates. In view of the materiality and the complexity of management judgements, we consider the consolidation assessment of structured entities a key audit matter.
Relevant disclosures are included in notes 4, 26 and 71.3 to the consolidated financial statements.
How our audit addressed the key audit matter
We evaluated and tested the design and operating effectiveness of key controls over the Group’s assessment of whether it controls a structured entity.
We reviewed the Group’s analysis, including the power over the structured entities, the magnitude and variability of the variable returns obtained from the structured entities, and the linkage between these two aspects, to assess the Group’s analysis and conclusion on whether it controls the structured entities. Through a review of contractual documents on a sampling basis, we analyzed whether the Group has legal or constructive obligation to absorb losses of the structured entities, the fairness of transactions between the Group and the structured entities, and the Group’s substantive power to direct relevant activities of the structured entities.
We checked and assessed the appropriateness of the financial statement disclosures in relation to the consolidation of structured entities in the context of applicable accounting framework.
INDEPENDENT AUDITOR'S REPORT
OTHER INFORMATION INCLUDED IN THE ANNUAL REPORT
The directors of the Company are responsible for the other information. The other information comprises the information included in the Annual Report, other than 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.
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 we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
RESPONSIBILITIES OF THE 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 as issued by the IASB and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors 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 of the Company 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 of the Company either intend to liquidate the Group or to cease operations or have no realistic alternative but to do so.
The directors of the Company 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. Our 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.
INDEPENDENT AUDITOR'S REPORT
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
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.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
- 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 to 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.
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 the independent auditor's report is Huen Chun Man (practising certificate number: P07029).
Ernst & Young Certified Public Accountants Hong Kong 30 March 2026
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
| | Notes | 2025 RMB' 000 | 2024 RMB' 000 (restated) | | --- | --- | --- | --- | | Revenue | | | | | Commission and fee income | 6 | 19,247,140 | 15,002,481 | | Interest income | 7 | 12,256,421 | 12,574,359 | | Net investment gains | 8 | 12,783,536 | 7,784,062 | | Total revenue | | 44,287,097 | 35,360,902 | | Other income and gains or losses | 9 | 225,583 | 1,208,308 | | Total revenue and other income | | 44,512,680 | 36,569,210 | | Depreciation and amortisation | 10 | (1,091,897) | (1,022,205) | | Staff costs | 11 | (10,552,471) | (9,579,778) | | Commission and fee expenses | 12 | (377,689) | (292,029) | | Interest expenses | 13 | (10,031,852) | (10,225,907) | | Other operating expenses | 14 | (5,978,483) | (4,447,579) | | Credit impairment reverses | 15 | 106,771 | 64,681 | | Other assets impairment losses | 16 | (4,390) | (21) | | Total expenses | | (27,930,011) | (25,502,838) | | Share of results of associates and joint ventures | | 1,390,147 | 785,768 | | Profit before income tax | | 17,972,816 | 11,852,140 | | Income tax expense | 17 | (3,020,706) | (1,307,467) | | Profit for the year | | 14,952,110 | 10,544,673 | | Attributable to: | | | | | Owners of the Company | | 13,701,548 | 9,636,830 | | Non-controlling interests | | 1,250,562 | 907,843 | | | | 14,952,110 | 10,544,673 | | Earnings per share (Expressed in RMB Yuan per share) | | | | | - Basic/Diluted | 18 | 1.68 | 1.15 |
The accompanying notes form an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| | 2025 RMB' 000 | 2024 RMB' 000 | | --- | --- | --- | | Profit for the year | 14,952,110 | 10,544,673 | | Other comprehensive income that will not be reclassified to profit or loss in subsequent periods: | | | | Revaluation gains/(losses) on equity instruments at fair value through other comprehensive income | 830,575 | 2,071,485 | | Income tax related to the above | (208,071) | (516,560) | | Share of other comprehensive losses of an associate | (15) | (283) | | Total items that will not be reclassified to profit or loss in subsequent periods | 622,489 | 1,554,642 | | Other comprehensive income that may be reclassified to profit or loss in subsequent periods: | | | | Exchange differences on translation of foreign operations | (300,420) | 159,111 | | Debt instruments at fair value through other comprehensive income: | | | | - Net fair value changes during the year | (718,712) | 1,950,701 | | - Reclassification to profit or loss on disposal | (327,003) | (851,985) | | - Reclassification to profit or loss on impairment | (1,358) | (58,674) | | - Income tax related to the above | 263,282 | (259,454) | | Net gains on debt instruments at fair value through other comprehensive income | (783,791) | 780,588 | | Share of other comprehensive income of associates | | | | - Share of fair value losses on financial assets of associates | (205) | (4) | | - Share of exchange differences arising on translation of associates | (1,730) | 1,381 | | Net gains on other comprehensive income of associates | (1,935) | 1,377 | | Total items that may be reclassified to profit or loss in subsequent periods | (1,086,146) | 941,076 | | Other comprehensive income for the year, net of tax | (463,657) | 2,495,718 | | Total comprehensive income for the year | 14,488,453 | 13,040,391 | | Attributable to: | | | | Owners of the Company | 13,240,963 | 12,130,399 | | Non-controlling interests | 1,247,490 | 909,992 | | | 14,488,453 | 13,040,391 |
The accompanying notes form an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| Notes | As at | As at | |
|---|---|---|---|
| 31.12.2025 | 31.12.2024 | ||
| RMB* 000 | RMB* 000 | ||
| Non-current assets | |||
| Property and equipment | 19 | 3,136,556 | 3,271,412 |
| Right-of-use assets | 20 | 1,855,802 | 1,999,128 |
| Investment properties | 21 | 285,612 | 242,977 |
| Goodwill | 22 | 2,344 | 2,403 |
| Other intangible assets | 23 | 499,285 | 515,112 |
| Investments in associates | 24 | 9,145,554 | 8,912,004 |
| Investments in joint ventures | 25 | 2,841,929 | 2,097,754 |
| Debt instruments at amortised cost | 27 | 1,431 | 5,091 |
| Equity instruments at fair value through other comprehensive income | 29 | 30,509,881 | 22,317,775 |
| Advances to customers | 30 | - | 20,240 |
| Other accounts receivable, other receivables and prepayments | 32 | 15,000 | 12,000 |
| Financial assets at fair value through profit or loss | 36 | 9,479,237 | 8,844,547 |
| Deferred tax assets | 42 | 2,370,739 | 1,855,661 |
| Total non-current assets | 60,143,370 | 50,096,104 | |
| Current assets | |||
| Debt instruments at amortised cost | 27 | - | 30,554 |
| Debt instruments at fair value through other comprehensive income | 28 | 90,423,733 | 104,334,355 |
| Advances to customers | 30 | 144,023,511 | 108,919,686 |
| Accounts receivable | 31 | 13,593,549 | 8,604,402 |
| Other accounts receivable, other receivables and prepayments | 32 | 1,885,047 | 983,829 |
| Financial leasing receivables | 33 | 14,820 | 14,087 |
| Amounts due from joint ventures and associates | 34 | 150,645 | 74,691 |
| Financial assets held under resale agreements | 35 | 27,414,103 | 20,565,244 |
| Financial assets at fair value through profit or loss | 36 | 352,918,194 | 233,976,850 |
| Derivative financial assets | 37 | 5,731,171 | 3,879,447 |
| Deposits with exchanges and non-bank financial institutions | 38 | 33,580,694 | 22,681,989 |
| Clearing settlement funds | 39 | 49,870,282 | 35,188,242 |
| Bank balances | 40 | 195,735,135 | 169,395,629 |
| Total current assets | 915,340,884 | 708,649,005 | |
| Total assets | 975,484,254 | 758,745,109 |
The accompanying notes form an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| | Notes | As at 31.12.2025 RMB' 000 | As at 31.12.2024 RMB' 000 | | --- | --- | --- | --- | | | | | | | Current liabilities | | | | | Borrowings | 44 | 10,956,655 | 4,324,296 | | Short-term financing payables | 45 | 81,724,950 | 71,983,519 | | Financial liabilities at fair value through profit or loss | 46 | 49,074,303 | 7,661,116 | | Due to banks and other financial institutions | 47 | 23,383,413 | 14,605,858 | | Accounts payable to brokerage clients | 48 | 227,638,762 | 175,339,655 | | Accrued staff costs | 49 | 5,576,585 | 4,596,514 | | Other accounts payable, other payables and accruals | 50 | 53,806,853 | 36,675,423 | | Contract liabilities | | 164,187 | 123,280 | | Amounts due to joint ventures and associates | | 14,693 | 10,191 | | Provisions | 51 | 797,869 | 33,519 | | Current tax liabilities | | 614,311 | 279,438 | | Other liabilities | 52 | 1,889,023 | 571,210 | | Derivative financial liabilities | 37 | 15,996,566 | 6,757,754 | | Financial assets sold under repurchase agreements | 53 | 193,579,002 | 171,313,952 | | Bonds payable | 54 | 49,662,868 | 32,688,789 | | Lease liabilities | 20 | 304,892 | 311,310 | | Total current liabilities | | 715,184,932 | 527,275,824 | | Net current assets | | 200,155,952 | 181,373,181 | | Total assets less current liabilities | | 260,299,322 | 231,469,285 | | Non-current liabilities | | | | | Financial liabilities at fair value through profit or loss | 46 | 883,101 | 544,415 | | Accrued staff costs | 49 | 6,318,581 | 5,809,278 | | Deferred tax liabilities | 42 | 402,674 | 149,424 | | Bonds payable | 54 | 88,848,472 | 70,602,188 | | Lease liabilities | 20 | 607,082 | 688,243 | | Other liabilities | 52 | 781,560 | 590,355 | | Total non-current liabilities | | 97,841,470 | 78,383,903 | | Net assets | | 162,457,852 | 153,085,382 |
The accompanying notes form an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| Notes | As at | As at | |
|---|---|---|---|
| 31.12.2025 | 31.12.2024 | ||
| RMB* 000 | RMB* 000 | ||
| Capital and reserves | |||
| Share capital | 55 | 7,605,846 | 7,621,088 |
| Other equity instruments | 56 | 26,600,000 | 26,600,000 |
| Capital reserve | 31,045,386 | 31,274,035 | |
| Treasury shares | 57 | - | (233,609) |
| Investment revaluation reserve | 58 | 2,349,720 | 2,870,647 |
| Translation reserve | 357,448 | 656,545 | |
| General reserves | 59 | 40,276,496 | 36,378,553 |
| Retained profits | 60 | 47,876,588 | 42,434,657 |
| Equity attributable to owners of the Company | 156,111,484 | 147,601,916 | |
| Non-controlling interests | 6,346,368 | 5,483,466 | |
| Total equity | 162,457,852 | 153,085,382 |
Approved and authorised for issue by the Board of Directors on 30 March 2026.
Lin Chuanhui Executive Director, Chairman
Qin Li Executive Director, General Manager
The accompanying notes form an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| Equity attributable to owners of the Company | Non-controlling interests | Total equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital RMB'000 (Note 55) | Other equity instruments RMB'000 (Note 56) | Capital reserve RMB'000 | Treasury shares RMB'000 (Note 57) | Investment revaluation reserve RMB'000 (Note 58) | Translation reserve RMB'000 | General reserves RMB'000 (Note 59) | Retained profits RMB'000 (Note 60) | Subtotal RMB'000 | |||
| At 1 January 2025 | 7,621,088 | 26,600,000 | 31,274,035 | (233,609) | 2,870,647 | 656,545 | 36,378,553 | 42,434,657 | 147,601,916 | 5,483,466 | 153,085,382 |
| Profit for the year | - | - | - | - | - | - | - | 13,701,548 | 13,701,548 | 1,250,562 | 14,952,110 |
| Other comprehensive income for the year | - | - | - | - | (161,488) | (299,097) | - | - | (460,585) | (3,072) | (463,657) |
| Total comprehensive income for the year | - | - | - | - | (161,488) | (299,097) | - | 13,701,548 | 13,240,963 | 1,247,490 | 14,488,453 |
| Appropriation to general reserves | - | - | - | - | - | - | 3,897,943 | (3,897,943) | - | - | - |
| Ordinary share dividends recognised as distribution (Note 61) | - | - | - | - | - | - | - | (3,802,923) | (3,802,923) | (384,588) | (4,187,511) |
| Distribution to other equity instrument holders (Note 61) | - | - | - | - | - | - | - | (918,190) | (918,190) | - | (918,190) |
| Other comprehensive income that has been reclassified to retained profits | - | - | - | - | (359,439) | - | - | 359,439 | - | - | - |
| Others | (15,242) | - | (228,649) | 233,609 | - | - | - | - | (10,282) | - | (10,282) |
| At 31 December 2025 | 7,605,846 | 26,600,000 | 31,045,386 | - | 2,349,720 | 357,448 | 40,276,496 | 47,876,588 | 156,111,484 | 6,346,368 | 162,457,852 |
| Equity attributable to owners of the Company | Non-controlling interests RMB'000 | Total equity RMB'000 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Share capital RMB'000 (Note 55) | Other equity instruments RMB'000 (Note 56) | Capital reserve RMB'000 | Treasury shares RMB'000 (Note 57) | Investment revaluation reserve RMB'000 (Note 58) | Translation reserve RMB'000 | General reserves RMB'000 (Note 59) | Retained profits RMB'000 (Note 60) | Subtotal RMB'000 | |||
| At 1 January 2024 | 7,621,088 | 22,478,500 | 31,296,848 | (233,609) | 840,235 | 498,473 | 33,066,912 | 40,149,201 | 135,717,648 | 4,958,062 | 140,675,710 |
| Profit for the year | - | - | - | - | - | - | - | 9,636,830 | 9,636,830 | 907,843 | 10,544,673 |
| Other comprehensive income for the year | - | - | - | - | 2,335,497 | 158,072 | - | - | 2,493,569 | 2,149 | 2,495,718 |
| Total comprehensive income for the year | - | - | - | - | 2,335,497 | 158,072 | - | 9,636,830 | 12,130,399 | 909,992 | 13,040,391 |
| Issue of perpetual bonds | - | 4,121,500 | (25,600) | - | - | - | - | - | 4,095,900 | - | 4,095,900 |
| Appropriation to general reserves | - | - | - | - | - | - | 3,311,641 | (3,311,641) | - | - | - |
| Ordinary share dividends recognised as distribution (Note 61) | - | - | - | - | - | - | - | (3,042,338) | (3,042,338) | (384,588) | (3,426,926) |
| Distribution to other equity instrument holders (Note 61) | - | - | - | - | - | - | - | (1,302,480) | (1,302,480) | - | (1,302,480) |
| Other comprehensive income that has been reclassified to retained profits | - | - | - | - | (305,085) | - | - | 305,085 | - | - | - |
| Others | - | - | 2,787 | - | - | - | - | - | 2,787 | - | 2,787 |
| At 31 December 2024 | 7,621,088 | 26,600,000 | 31,274,035 | (233,609) | 2,870,647 | 656,545 | 36,378,553 | 42,434,657 | 147,601,916 | 5,483,466 | 153,085,382 |
The accompanying notes form an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
| | 2025 RMB' 000 | 2024 RMB' 000 (restated) | | --- | --- | --- | | OPERATING ACTIVITIES | | | | Profit before income tax | 17,972,816 | 11,852,140 | | Adjustments for: | | | | Interest expenses | 10,031,852 | 10,225,907 | | Share of results of associates and joint ventures | (1,390,147) | (785,768) | | Depreciation and amortisation | 1,091,897 | 1,022,205 | | Credit impairment reverses | (106,771) | (64,681) | | Other assets impairment losses | 4,390 | 21 | | Gains on disposal of property and equipment and other intangible assets | (8,721) | (7,035) | | Gains on disposal of subsidiaries, associates and joint ventures | (43,899) | (8,863) | | Foreign exchange losses/(gains), net | 67,600 | (68,627) | | Net realised gains from disposal of financial instruments at fair value through other comprehensive income | (327,003) | (851,985) | | Dividend income and interest income from financial instruments at fair value through other comprehensive income | (3,948,782) | (4,284,461) | | Interest income from debt instruments at amortised cost | (1,861) | (7,238) | | Unrealised fair value changes in financial assets at fair value through profit or loss | (12,952,572) | (1,772,146) | | Unrealised fair value changes in financial liabilities at fair value through profit or loss | 104,345 | (476,608) | | Unrealised fair value changes in derivatives | 6,816,426 | 2,382,114 | | Unrealised fair value changes in hedged items | (5,542) | (1,965) |
The accompanying notes form an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
| | 2025 RMB' 000 | 2024 RMB' 000 (restated) | | --- | --- | --- | | Operating cash flows before movements in working capital | 17,304,028 | 17,153,010 | | Increase in advances to customers | (35,150,800) | (17,806,124) | | Increase in financial assets held under resale agreements | (7,144,323) | (586,232) | | Increase in financial assets at fair value through profit or loss | (106,693,782) | (24,511,161) | | Increase in deposits with exchanges and non-bank financial institutions | (10,917,816) | (1,427,128) | | Increase in restricted bank deposits | (1,601,846) | (81,109) | | (Increase)/decrease in other current assets | (6,187,454) | 2,764,850 | | (Increase)/decrease in clearing settlement funds for clients | (13,531,853) | 4,062,301 | | Increase in cash held on behalf of customers | (30,900,246) | (44,529,678) | | Increase/(decrease) in financial liabilities at fair value through profit or loss | 41,792,352 | (7,725,856) | | Increase in accounts payable to brokerage clients | 52,567,103 | 43,274,055 | | Increase in accrued staff costs | 1,495,775 | 905,832 | | Increase/(decrease) in other accounts payable, other payables and accruals and other liabilities | 18,852,199 | (4,329,552) | | Increase in financial assets sold under repurchase agreements | 22,787,127 | 17,413,499 | | Increase/(decrease) in amounts due to banks and other financial institutions | 8,927,885 | (8,080,918) | | Increase/(decrease) in provisions | 764,351 | (416,065) | | Cash from operations | (47,637,300) | (23,920,276) | | Income taxes paid | (3,070,306) | (1,230,766) | | Interest paid | (4,874,884) | (5,315,637) | | Net cash used in operating activities | (55,582,490) | (30,466,679) |
The accompanying notes form an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
| | 2025 RMB' 000 | 2024 RMB' 000 | | --- | --- | --- | | INVESTING ACTIVITIES | | | | Dividends and interest received from investments | 4,488,409 | 5,397,283 | | Purchases of property and equipment and other intangible assets | (727,266) | (735,801) | | Proceeds from disposal of property and equipment and other intangible assets | 18,470 | 13,071 | | Capital injection to associates and joint ventures | (381,292) | (1,880,581) | | Proceeds from disposal of interests in associates and joint ventures | 254,911 | 524,566 | | Purchase of or proceeds from disposal of financial instruments at fair value through other comprehensive income, net | 5,658,003 | 21,784,126 | | Purchase of or proceeds from disposal of debt instruments at amortised cost, net | 36,813 | 76,507 | | Net cash from investing activities | 9,348,048 | 25,179,171 | | FINANCING ACTIVITIES | | | | Proceeds from perpetual subordinated bonds issued | - | 4,091,900 | | Dividends paid to shareholders and non-controlling interests | (5,145,201) | (4,269,116) | | Repayment of interest on borrowings | (288,879) | (340,790) | | Repayment of short-term financing payables and bond interest | (4,789,287) | (4,659,106) | | Proceeds from short-term financing payables and bonds issued | 202,141,603 | 123,701,506 | | Repayment of short-term financing payables and bonds | (156,860,520) | (99,766,409) | | Proceeds from borrowings | 6,898,623 | 58,455 | | Repayment of borrowings | (38,284) | (2,720,476) | | Payment of principal and interest on lease liabilities | (364,694) | (379,017) | | Net cash from financing activities | 41,553,361 | 15,716,947 | | Net (decrease)/increase in cash and cash equivalents | (4,681,081) | 10,429,439 | | Cash and cash equivalents at the beginning of the year | 32,238,193 | 21,741,361 | | Effect of foreign exchange rate changes | (128,133) | 67,393 | | Cash and cash equivalents at the end of the year | 27,428,979 | 32,238,193 |
The accompanying notes form an integral part of these consolidated financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL INFORMATION OF THE GROUP
With the approval of the People's Bank of China, Guangdong Development Bank (廣東發展銀行) (now known as China Guangfa Bank) established a securities department on 9 April 1991. With the approval of the Guangdong Administration for Industry and Commerce, GF Securities Co., Ltd. (the "Company") was duly established as the Securities Department of Guangdong Development Bank (廣東發展銀行證券業務部) on 21 May 1993. On 25 January 1994, the Company was converted into Guangdong Guangfa Securities Company (廣東廣發證券公司) whose capital was contributed by Guangdong Development Bank with its own funds. On 26 December 1996, the Company was converted into a limited liability company and changed its name to Guangfa Securities Limited Liability Company (廣發證券有限責任公司). On 26 August 1999, the Company was spun off from Guangdong Development Bank as required by the sectoral regulation of the financial industries under PRC laws. On 25 July 2001, the Company was converted into a joint stock company and changed its name to GF Securities Co., Ltd. (廣發證券股份有限公司). On 12 February 2010, the Company was listed on the Shenzhen Stock Exchange by completing a reverse takeover of Yan Bian Road Construction Co., Ltd. (延邊公路建設股份有限公司) ("Yan Bian Road"), with the stock code 000776. On 10 April 2015, the Company issued H Shares which were listed on the Main Board of The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange").
The registered office of the Company is located at Room 618, 2 Tengfei 1st Road, Sino-Singapore Guangzhou Knowledge City, Huangpu District, Guangzhou, Guangdong, People's Republic of China ("PRC").
The Company and its subsidiaries (collectively referred to as the "Group") are principally engaged in securities business, the proxy sale of securities investment funds, the provision of futures intermediary services for futures companies, securities investment fund custodian, fund raising, fund sales, asset management, project and investment management, commodity futures brokerage, financial futures brokerage and futures investment advisory.
The consolidated financial statements are presented in Renminbi ("RMB"), which is also the functional currency of the Company.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 295 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2.1 BASIS OF PREPARATION
The consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the 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 (“the Listing Rules”) and the disclosure requirements of the Hong Kong Companies Ordinance.
The consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair value at the end of each reporting period, as explained in the accounting policies set out below.
Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
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, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2 Share-based Payment, leasing transactions that are within the scope of IFRS 16 Leases, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in IAS 2 Inventories or value in use in IAS 36 Impairment of Assets.
For financial instruments that are transferred at fair value and a valuation technique that unobservable inputs is to be used to measure fair value in subsequent periods, the valuation technique is calibrated so that the results of the valuation technique equal the transaction price.
In addition, 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 markets 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.
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation at the end of each reporting period.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2.2 BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved where the Company:
- has power over the investee;
- is exposed, or has rights, to variable returns from its involvement with the investee; and
- has the ability to use its power to affect its returns.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Generally, there is a presumption that a majority of voting rights results in control. When the Group has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Group considers all relevant facts and circumstances in assessing whether or not the Group’s voting rights in an investee are sufficient to give it power, including:
- the contractual arrangement with the other vote holders of the investee;
- rights arising from other contractual arrangements; and
- the Group’s voting rights and potential voting rights.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss from the date the Group gains control until the date when the Group ceases to control the subsidiary.
Profit or loss and each item of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2.2 BASIS OF CONSOLIDATION (continued)
Changes in the Group’s ownership interests in existing subsidiaries
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s relevant components of equity including reserves and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted after re-attribution of the relevant equity component, and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between (1) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (2) the previous carrying amount of the related assets (including goodwill), any non-controlling interests and the exchange fluctuation reserve. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e., reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRS Accounting Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.
The Group serves as the manager of asset management schemes and funds. These asset management schemes and funds invest mainly in equities, debt securities and monetary market instruments. The Group’s percentage ownership in these structured entities can fluctuate from day to day according to the Group’s and third-party participation in them. Where the Group is deemed to control such asset management schemes and funds, with control determined based on an analysis of the guidance in IFRS 10 Consolidated Financial Statements, they are consolidated, with the interests of parties other than the Group being classified as liabilities because there is a contractual obligation for the relevant group entity as an issuer to repurchase or redeem units in such asset management schemes and funds for cash. These are presented as “Third-party interests in consolidated structured entities” within other liabilities in the consolidated statement of financial position.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2.3 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
The Group has adopted amendments to IAS 21 Lack of Exchangeability for the first time for the current year's financial statements. The Group has not early adopted any other standard or amendment that has been issued but is not yet effective.
In addition, The Ministry of Finance of the People's Republic of China issued implementation Questions & Answers on the accounting treatment for standard warehouse receipt transactions on 8 July 2025, clarifying that contracts for trading standard warehouse receipts on futures exchanges without physical delivery should be treated as financial instruments and accounted for in accordance with the China's Accounting Standards for Business Enterprises No. 22 — Recognition and Measurement of Financial Instruments. For contracts where standard warehouse receipts are obtained and then sold within a short period, sales revenue should not be recognized. Instead, the difference between the sales proceeds and the carrying amount of the sold standard warehouse receipts should be recognized as net investment gains. The standard warehouse receipts held at period-end that remain unsold should be classified as other current assets. On 15 December 2025, the Ministry of Finance of the People's Republic of China, the State-owned Assets Supervision and Administration Commission of the State Council, the China Banking and Insurance Regulatory Commission, and the China Securities Regulatory Commission jointly issued the Notice on Strictly Implementing Enterprise Accounting Standards and Effectively Conducting the 2025 Annual Reports of Enterprises. The notice clarifies that standard warehouse receipts obtained in accordance with the aforementioned contractual agreements may, if they are able to eliminate or significantly reduce accounting mismatches, be designated at initial recognition to be measured at fair value through profit or loss. This method must be consistently applied to all standard warehouse receipts meeting the eligibility criteria. Once such a designation has been made at initial recognition, it cannot be revoked during subsequent reporting periods.
The Group has implemented the above Q&A provisions. For standard warehouse receipt contracts which meeting the specific conditions mentioned above, they are chosen to be measured at fair value through profit or loss at the initial recognition, the difference between sales proceeds and the carrying amount of the sold standard warehouse receipts is recognized as net investment gains, with no sales revenue recognized. The Group has accordingly adjusted and restated the comparative financial information.
The adoption of the revised accounting policies mentioned above does not have a significant impact on the Group's consolidated financial statements. It has no impact on the profit for the year and net assets for the periods of 2024 and the end of 2024. The mainly quantitative impact on the comparative period is summarised below:
| 2024 | |||
|---|---|---|---|
| Before accounting policy change | Amendments | After accounting policy change | |
| Total revenue and other income | 37,345,943 | (776,733) | 36,569,210 |
| Total expenses | (26,279,571) | 776,733 | (25,502,838) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2.4 ISSUED BUT NOT YET EFFECTIVE IFRS ACCOUNTING STANDARDS
The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
IFRS 18 Presentation and Disclosure in Financial Statements²
IFRS 19 and its amendments Subsidiaries without Public Accountability: Disclosures²
Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial Instruments¹
Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity³
Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture³
Amendments to IAS 21 Translation to a Hyperinflationary Presentation Currency²
Annual Improvements to IFRS Accounting Standards — Volume 11 Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7¹
- Effective for annual periods beginning on or after 1 January 2026
- Effective for annual/reporting periods beginning on or after 1 January 2027
- No mandatory effective date yet determined but available for adoption
3. MATERIAL ACCOUNTING POLICIES
The principal accounting policies are set out below.
Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see the accounting policy above) less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination, which represent the lowest level at which the goodwill is monitored for internal management purposes and not larger than an operating segment.
A cash-generating unit (or group of cash-generating units) to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. For goodwill arising on an acquisition in a reporting period, the cash-generating unit (or group of cash-generating units) to which goodwill has been allocated is tested for impairment before the end of that reporting period. If the recoverable amount is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill and then to the other assets on a pro-rata basis based on the carrying amount of each asset in the unit (or group of cash-generating units). Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. MATERIAL ACCOUNTING POLICIES (continued)
Goodwill (continued)
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the amount of profit or loss on disposal (or any of the cash-generating unit within a group of cash-generating units in which the Group monitors goodwill).
The Group’s policy for goodwill arising on the acquisition of associates and joint ventures is described below.
Investments in associates and joint ventures
An associate is an entity 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.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and assets and liabilities of associates and joint ventures are incorporated in these consolidated financial statements using the equity method of accounting. The financial statements of associates and joint ventures used for equity accounting purposes are prepared using uniform accounting policies as those of the Group for like transactions and events in similar circumstances.
Under the equity method, an investment in an associate or a joint venture is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive income of the associate or joint venture. Changes in net assets of the associate/joint venture other than profit or loss and other comprehensive income are not accounted for unless such changes resulted in changes in ownership interest held by the Group. When the Group’s share of losses of an associate or joint venture exceeds the Group’s interest in that associate or joint venture (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate or join venture), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.
An investment in an associate or a joint venture is accounted for using the equity method from the date on which the investee becomes an associate or a joint venture. On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 301 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. MATERIAL ACCOUNTING POLICIES (continued)
Investments in associates and joint ventures (continued)
The requirements of IFRS 9 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group's investment in an associate or a joint venture. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 "Impairment of assets" as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.
When the Group ceases to have significant influence over an associate or joint control over a joint venture, it is accounted for as a disposal of the entire interest in the investee with a resulting gain or loss being recognised in profit or loss. In addition, the Group accounts for all amounts previously recognised in other comprehensive income in relation to that associate or joint venture on the same basis as would be required if that associate or joint venture had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognised in other comprehensive income by that associate or joint venture would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Group reclassifies the gain or loss from equity to profit or loss (as a reclassification adjustment) upon disposal/partial disposal of the relevant associate or joint venture.
The Group continues to use the equity method when an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate. There is no remeasurement to fair value upon such changes in ownership interests.
When the Group reduces its ownership interest in an associate or a joint venture but the Group continues to use the equity method, the Group reclassifies to profit or loss the proportion of the gain or loss that had previously been recognised in other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities.
When a group entity transacts with an associate or a joint venture of the Group, profits and losses resulting from the transactions with the associate or joint venture are recognised in the Group's consolidated financial statements only to the extent of interests in the associate or joint venture that are not related to the Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- MATERIAL ACCOUNTING POLICIES (continued)
Revenue recognition
Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of goods or services is transferred to the customers at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.
When the consideration in a contract includes a variable amount, the amount of consideration is estimated to which the Group will be entitled in exchange for transferring the goods or services to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved.
When the contract contains a financing component which provides the customer a significant benefit of financing the transfer of goods or services to the customer for more than one year, 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 between the Group and the customer at contract inception. When the contract contains a financing component which provides the Group with a significant financial benefit for more than one year, revenue recognised under the contract includes the interest expense accreted on the contract liability under the effective interest method. For a contract where the period between the payment by the customer and the transfer of the promised goods or services is one year or less, the transaction price is not adjusted for the effects of a significant financing component, using the practical expedient in IFRS 15.
(a) Securities brokerage business
Income from the securities brokerage and futures brokerage is recognised on a trade date basis when the relevant transactions are executed.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- MATERIAL ACCOUNTING POLICIES (continued)
Revenue recognition (continued)
Revenue from contracts with customers (continued)
(b) Underwriting and sponsorship business
Income from the underwriting business is recognised when the obligations under the contracts are fulfilled.
Depending on the contract terms, income from the sponsorship business is recognised during the process of fulfilment of the obligations or upon the completion of the obligations.
(c) Asset management business
Income from the asset management business and fund management business is recognised during the process of fulfilment of the obligations, which is calculated according to the agreed-upon methods in the contract, to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur.
(d) Other business
Income from other business is recognised when control of goods or services is transferred to the customers.
Contract assets
A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Group performs by transferring goods or services to a customer before being unconditionally entitled to the consideration under the contract terms, a contract asset is recognised for the earned consideration that is conditional. Contract assets are subject to impairment assessment, details of which are included in the accounting policies for impairment of financial assets. They are reclassified to trade receivables when the right to the consideration becomes unconditional.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- MATERIAL ACCOUNTING POLICIES (continued)
Contract liabilities
A contract liability is recognised when a payment is received or a payment is due (whichever is earlier) from a customer before the Group transfers the related goods and services. Contract liabilities are recognised as revenue when the Group performs under the contract (i.e., transfers control of the related goods or services to the customer).
Contract costs
Other than the costs which are capitalised as property and equipment and intangible assets, costs incurred to fulfil a contract with a customer are capitalised as an asset if all of the following criteria are met:
(a) The costs relate directly to a contract or to an anticipated contract that the entity can specifically identify.
(b) The costs generate or enhance resources of the entity that will be used in satisfying (or in continuing to satisfy) performance obligations in the future.
(c) The costs are expected to be recovered.
The capitalised contract costs are amortised and charged to the statement of profit or loss on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates. Other contract costs are expensed as incurred.
Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- MATERIAL ACCOUNTING POLICIES (continued)
Leases (continued)
Group as a lessee (continued)
(a) Right-of-use assets
Right-of-use assets are recognised at the commencement date of the lease (that is the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and any impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. The cost of a right-of-use asset also includes an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease terms and the estimated useful lives of the assets.
If ownership of the leased asset transfers to the Group by the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
(b) Lease liabilities
Lease liabilities are recognised at the commencement date of the lease at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for termination of a lease, if the lease term reflects the Group exercising the option to terminate the lease. The variable lease payments that do not depend on an index or a rate are recognised as an expense in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in lease payments (e.g., a change to future lease payments resulting from a change in an index or rate) or a change in assessment of an option to purchase the underlying asset.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- MATERIAL ACCOUNTING POLICIES (continued)
Leases (continued)
Group as a lessee (continued)
(c) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of assets that are considered to be low value.
Lease payments on short-term leases and leases of low-value assets are recognised as an expense on a straight-line basis over the lease term.
Group as a lessor
When the Group acts as a lessor, it classifies at lease inception (or when there is a lease modification) each of its leases as either an operating lease or a finance lease.
Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. When a contract contains lease and non-lease components, the Group allocates the consideration in the contract to each component on a relative stand-alone selling price basis. Rental income is accounted for on a straight-line basis over the lease term and is included in revenue in the statement of profit or loss due to its operating nature. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.
Leases that transfer substantially all the risks and rewards incidental to ownership of an underlying asset to the lessee are accounted for as finance leases.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. MATERIAL ACCOUNTING POLICIES (continued)
Property and equipment
Property and equipment including buildings and leasehold land (classified as finance leases) for use in the supply of services, or for administrative purposes (other than construction in progress as described below) are stated in the consolidated statement of financial position at cost less subsequent accumulated depreciation and subsequent accumulated impairment losses, if any.
Construction in progress is carried at cost, less any recognised impairment loss. Costs include professional fees and, for qualifying assets, borrowing costs capitalised in accordance with the Group's accounting policy. Such properties are classified to the appropriate categories of property and equipment when completed and ready for intended use. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.
Depreciation is recognised so as to write off the cost of items of property and equipment, other than construction in progress, less their residual values over their estimated useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of the reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
An item of property and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. 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 in profit or loss.
When buildings are in the course of development for production or for administrative purposes, the amortisation of prepaid lease payments provided during the construction period is included as part of the costs of the buildings under construction. Buildings under construction are carried at cost, less any identified impairment losses. Depreciation of buildings commences when they are available for use (i.e. when they are in the location and condition necessary for them to be capable of operating in the manner intended by management).
The estimated residual value rates and useful lives of each class of property and equipment are as follows:
| Classes | Estimated residual value rates | Useful lives |
|---|---|---|
| Properties and buildings | nil | 30 – 50 years |
| Electronic and communication equipment | nil | 3 – 5 years |
| Motor vehicles | nil | 4 – 6 years |
| Office equipment | nil | 5 – 11 years |
| Improvements | nil | 5 – 10 years |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. MATERIAL ACCOUNTING POLICIES (continued)
Investment properties
Investment properties are properties held to earn rentals and/or for capital appreciation.
Investment properties are initially measured at cost, including any directly attributable expenditure. Subsequent to initial recognition, investment properties are stated at cost less subsequent accumulated depreciation and any accumulated impairment losses. Depreciation is recognised so as to write off the cost of investment properties over their estimated useful lives and after taking into account of their estimated residual value, using the straight-line method.
An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from its disposals. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the profit or loss in the period in which the property is derecognised.
Intangible assets
Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses, if any. Amortisation for intangible assets with finite useful lives is recognised on a straight-line basis over their estimated useful lives. The estimated useful lives and amortisation method are reviewed at the end of the 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 seats) that are acquired separately are carried at cost less any subsequent accumulated impairment losses (see the accounting policy in respect of impairment losses on tangible and intangible assets below).
The estimated useful lives of each class of intangible assets with finite useful lives are as follows:
| Classes | Useful lives |
|---|---|
| Computer software | 5 years |
| Others | 5 years |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 309 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. MATERIAL ACCOUNTING POLICIES (continued)
Intangible assets (continued)
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination are recognised separately from goodwill and are initially recognised at their fair value at the acquisition date (which is regarded as their cost).
Subsequent to initial recognition, intangible assets acquired in a business combination with finite useful lives are reported at cost less accumulated amortisation and any accumulated impairment losses, on the same basis as intangible assets that are acquired separately. Intangible assets acquired in a business combination with indefinite useful lives are carried at cost less any subsequent accumulated impairment losses (see the accounting policy in respect of impairment losses on tangible and intangible assets below).
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.
Impairment of tangible and intangible assets other than goodwill and financial assets
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets with finite useful lives to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the relevant asset is estimated in order to determine the extent of the impairment loss, if any.
Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the cash-generating unit level. Such intangible assets are not amortised. The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether the indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is accounted for on a prospective basis.
When it is not possible to estimate the recoverable amount of an asset individually, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset (or a cash-generating unit) for which the estimates of future cash flows have not been adjusted.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- MATERIAL ACCOUNTING POLICIES (continued)
Impairment of tangible and intangible assets other than goodwill and financial assets (continued)
If the recoverable amount of an asset (or a cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or the cash-generating unit) is reduced to its recoverable amount. In allocating the impairment loss, the impairment loss is allocated first to reduce the carrying amount of any goodwill (if applicable) and then to the other assets on a pro-rata basis based on the carrying amount of each asset in the unit. The carrying amount of an asset is not reduced below the highest of its fair value less costs of disposal (if measurable), its value in use (if determinable) and zero. The amount of the impairment loss that would otherwise have been allocated to the asset is allocated pro rata to the other assets of the unit. An impairment loss is recognised immediately in profit or loss.
Where an impairment loss is subsequently reversed, the carrying amount of the asset (or the cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or the cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.
Related parties
A party is considered to be related to the Group if:
(a) the party is a person or a close member of that person’s family 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;
or
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- MATERIAL ACCOUNTING POLICIES (continued)
Related parties (continued)
(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 the 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; and the sponsoring employers of the post-employment benefit plan;
(vi) the entity is controlled or jointly controlled by a person identified in (a);
(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); and
(viii) the entity, or any member of a group of which it is a part, provides key management personnel services to the Group or to the parent of the Group.
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash on hand and at banks, and short-term highly liquid deposits with a maturity of generally within three months that are readily convertible into known amounts of cash, are subject to an insignificant risk of changes in value, and held for the purpose of meeting short-term cash commitments.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise cash on hand and at banks, and short-term deposits as defined above, less bank overdrafts which are repayable on demand and form an integral part of the Group's cash management.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- MATERIAL ACCOUNTING POLICIES (continued)
Foreign currencies
In preparing the financial statements of each individual group entity, transactions in currencies other than the functional currency of that entity (foreign currencies) are recognised at the rates of exchanges prevailing on the dates of the transactions. At the end of the reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items are recognised in profit or loss in the period in which they arise.
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 (i.e. RMB) using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity under the heading of translation reserve (attributed to non-controlling interests as appropriate).
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Government grants
Government grants are recognised at their fair value where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the costs, which it is intended to compensate, are expensed.
Where the grant relates to an asset, the fair value is credited to a deferred income account and is released to the statement of profit or loss over the expected useful life of the relevant asset by equal annual instalments or deducted from the carrying amount of the asset and released to the statement of profit or loss by way of a reduced depreciation charge.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- MATERIAL ACCOUNTING POLICIES (continued)
Employee benefits
In the reporting period in which an employee has rendered services, the Group recognises the employee benefit expenses for those services in profit or loss.
Short-term social welfare
Short-term social welfare expenditure refers to payments for employees' social welfare system established by the government of the PRC, including, health care insurance, housing funds and other social welfare contributions. The Group contributes on a regular basis to these funds based on a certain percentage of the employees' salaries and the contributions are recognised in profit or loss for the period when employees have rendered service entitling them to the contribution. The Group's liabilities in respect of these funds are limited to the contribution payable in the reporting period.
Defined contribution plans
Payments to defined contribution plans which include the mandatory the social pension insurance plan and unemployment insurance plan managed by the mainland government, the Mandatory Provident Fund Scheme to the employees in Hong Kong and the annuity scheme for qualified employees, are recognised as expenses when employees have rendered service entitling them to the contributions.
Early retirement benefits
The Group provides early retirement benefits to those employees in the Chinese mainland who accepted an early retirement arrangement.
The liability related to early retirement benefits is recognised when the employees voluntarily retired before the normal retirement date, as approved by management. The early retirement benefits represented the liability at the end of the reporting period with the changes recognised in profit or loss.
Other long-term benefits
Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the reporting date.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
314 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. MATERIAL ACCOUNTING POLICIES (continued)
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from 'profit before income tax' as reported in the consolidated statement of profit or loss because of income or expenses that are taxable or deductible in other years and items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax base used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit and does not give rise to equal taxable and deductible temporary differences. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of the reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realised, based on tax rate (and tax laws) that have been enacted or substantively enacted by the end of each reporting period.
The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 315 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. MATERIAL ACCOUNTING POLICIES (continued)
Taxation (continued)
Current and deferred taxes are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred taxes are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Other equity instruments
The perpetual subordinated bonds issued by the Group have no fixed maturity dates. The Group has the option to defer interest payment, the Group contain no contractual obligation to deliver cash or another financial asset, classified as equity instruments.
Dividends
Final dividends are recognised as a liability when they are approved by the shareholders in a general meeting. Proposed final dividends are disclosed in the notes to the financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- MATERIAL ACCOUNTING POLICIES (continued)
Financial instruments
Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income, and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. With the exception of accounts receivables that do not contain a significant financing component or for which the Group has applied the practical expedient of not adjusting the effect of a significant financing component, the Group initially measures a financial asset at its fair value, plus in the case of a financial asset not at fair value through profit or loss, transaction costs. Accounts receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under IFRS 15.
In order for a financial asset to be classified and measured at amortised cost or fair value through other comprehensive income, it needs to give rise to cash flows that are solely payments of principal and interest (“SPPI”) on the principal amount outstanding. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows, while financial assets classified and measured at fair value through other comprehensive income are held within a business model with the objective of both holding to collect contractual cash flows and selling. Financial assets which are not held within the aforementioned business models are classified and measured at fair value through profit or loss.
Purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace are recognised on the trade date, that is, the date that the Group commits to purchase or sell the asset.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- MATERIAL ACCOUNTING POLICIES (continued)
Financial instruments (continued)
Financial assets (continued)
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
Financial assets at amortised cost (debt instruments)
Financial assets at amortised cost are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognised in the statement of profit or loss when the asset is derecognised, modified or impaired.
Financial assets at fair value through other comprehensive income (debt instruments)
For debt investments at fair value through other comprehensive income, interest income, foreign exchange revaluation and impairment losses or reversals are recognised in the statement of profit or loss and computed in the same manner as for financial assets measured at amortised cost. The remaining fair value changes are recognised in other comprehensive income. Upon derecognition, the cumulative fair value changes recognised in other comprehensive income is recycled to the statement of profit or loss.
Financial assets designated at fair value through other comprehensive income (equity instruments)
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity investments designated at fair value through other comprehensive income when they meet the definition of equity under IAS 32 Financial Instruments: Presentation and are not held for trading. The classification is determined on an instrument-by-instrument basis.
Gains and losses on these financial assets are never recycled to the statement of profit or loss. Dividends are recognised as net investment gains when the right of payment has been established, except when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in other comprehensive income. Equity instruments at fair value through other comprehensive income are not subject to impairment assessment.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
318 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. MATERIAL ACCOUNTING POLICIES (continued)
Financial instruments (continued)
Financial assets (continued)
Subsequent measurement (continued)
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments. Financial assets with cash flows that are not solely payments of principal and interest are classified and measured at fair value through profit or loss, irrespective of the business model. Notwithstanding the criteria for debt instruments to be classified at amortised cost or at fair value through other comprehensive income, as described above, debt instruments may be designated at fair value through profit or loss on initial recognition if doing so eliminates, or significantly reduces, an accounting mismatch.
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognised in the statement of profit or loss.
This category includes equity investments which the Group had not irrevocably elected to classify at fair value through other comprehensive income. Dividends on the equity investments are also recognised as net investment gains in the statement of profit or loss when the right of payment has been established.
A derivative embedded in a hybrid contract, with a financial liability or non-financial host, is separated from the host and accounted for as a separate derivative if the economic characteristics and risks are not closely related to the host; a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and the hybrid contract is not measured at fair value through profit or loss. Embedded derivatives are measured at fair value with changes in fair value recognised in the statement of profit or loss. Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss category.
A derivative embedded within a hybrid contract containing a financial asset host is not accounted for separately. The financial asset host together with the embedded derivative is required to be classified in its entirety as a financial asset at fair value through profit or loss.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- MATERIAL ACCOUNTING POLICIES (continued)
Financial instruments (continued)
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Group’s consolidated statement of financial position) when:
- the rights to receive cash flows from the asset have expired; or
- the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party, it evaluates if, and to what extent, it has retained the risk and rewards of ownership of the asset. When it has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of the Group’s continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.
Impairment of financial assets
The Group recognises an allowance for Expected Credit Loss (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
General approach
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12 months (“a 12-month ECL”). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- MATERIAL ACCOUNTING POLICIES (continued)
Financial instruments (continued)
Impairment of financial assets (continued)
General approach (continued)
At each reporting date, the Group assesses whether the credit risk on a financial instrument has increased significantly since initial recognition. When making the assessment, the Group compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition and considers reasonable and supportable information that is available without undue cost or effort, including historical and forward-looking information.
Debt investments at fair value through other comprehensive income and financial assets at amortised cost are subject to impairment under the general approach and they are classified within the following stages for measurement of ECLs except for trade receivables and contract assets which apply the simplified approach as detailed below.
Stage 1 – Financial instruments for which credit risk has not increased significantly since initial recognition and for which the loss allowance is measured at an amount equal to 12-month ECLs
Stage 2 – Financial instruments for which credit risk has increased significantly since initial recognition but that are not credit-impaired financial assets and for which the loss allowance is measured at an amount equal to lifetime ECLs
Stage 3 – Financial assets that are credit-impaired at the reporting date (but that are not purchased or originated credit-impaired) and for which the loss allowance is measured at an amount equal to lifetime ECLs
Purchased or originated credit-impaired ("POCI") assets are financial assets that are credit-impaired on initial recognition. POCI assets are recorded at fair value at original recognition and interest income is subsequently recognised based on a credit-adjusted effective interest rate. ECLs are only recognised or released to the extent that there is a subsequent change in the expected credit losses.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- MATERIAL ACCOUNTING POLICIES (continued)
Financial instruments (continued)
Impairment of financial assets (continued)
Simplified approach
For accounts receivable, contract assets and other receivables and prepayments that do not contain a significant financing component or when the Group applies the practical expedient of not adjusting the effect of a significant financing component, the Group applies a simplified approach in calculating ECLs. Under the simplified approach, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
For accounts receivable, contract assets and other receivables and prepayments that contain a significant financing component, the Group chooses as its accounting policy to adopt the simplified approach in calculating ECLs with policies as described above.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, or other financial liabilities.
All financial liabilities are recognised initially at fair value and, in the case of other financial liabilities, net of directly attributable transaction costs.
The Group's financial liabilities include loans and borrowings, short-term financing payables, amounts due to banks and other financial institutions, accounts payable to brokerage customers, financial liabilities at fair value through profit or loss, financial assets sold under repurchase agreements, derivative financial liabilities, bonds payable, other current liabilities and other non-current liabilities.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- MATERIAL ACCOUNTING POLICIES (continued)
Financial instruments (continued)
Financial liabilities (continued)
Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification as follows:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in the statement of profit or loss. The net fair value gain or loss recognised in the statement of profit or loss does not include any interest charged on these financial liabilities.
Financial liabilities designated upon initial recognition as at fair value through profit or loss are designated at the date of initial recognition and only if the criteria in IFRS 9 are satisfied. Gains or losses on liabilities designated at fair value through profit or loss are recognised in the statement of profit or loss, except for the gains or losses arising from the Group's own credit risk which are presented in other comprehensive income with no subsequent reclassification to the statement of profit or loss. The net fair value gain or loss recognised in the statement of profit or loss does not include any interest charged on these financial liabilities.
Other financial liabilities
After initial recognition, interest-bearing other financial liabilities are subsequently measured at amortised cost, using the effective interest rate method unless the effect of discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognised in the statement of profit or loss when the liabilities are derecognised as well as through the effective interest rate amortization process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- MATERIAL ACCOUNTING POLICIES (continued)
Financial instruments (continued)
Financial liabilities (continued)
Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or 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 a recognition of a new liability, and the difference between the respective carrying amounts is recognised in the statement of profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.
Derivative financial instruments and hedge accounting
Derivative financial instruments
Initial recognition and subsequent measurement
Derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative.
Any gains or losses arising from changes in fair value of derivatives are taken directly to the statement of profit or loss, except for the effective portion of cash flow hedges, which is recognised in other comprehensive income and later reclassified to profit or loss when the hedged item affects profit or loss.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- MATERIAL ACCOUNTING POLICIES (continued)
Financial instruments (continued)
Financial liabilities (continued)
Hedge accounting
The Group designates certain derivatives as hedging instruments for fair value hedges.
At the inception of the hedging relationship, the Group documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument is highly effective in offsetting changes in fair values of the hedged item attributable to the hedged risk.
Assessment of hedging relationship and effectiveness
For hedge effectiveness assessment, the Group considers whether the hedging instrument is effective in offsetting changes in cash flows of the hedged item attributable to the hedged risk, which is when the hedging relationships meet all of the following hedge effectiveness requirements:
- there is an economic relationship between the hedged item and the hedging instrument;
- the effect of credit risk does not dominate the value changes that result from that economic relationship; and
- the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group actually hedges and the quantity of the hedging instrument that the entity actually uses to hedge that quantity of hedged item.
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 adjusts the hedge ratio of the hedging relationship (i.e., rebalances the hedge so that it meets the qualifying criteria again).
Hedges which meet the strict criteria for hedge accounting are accounted for in accordance with the Group's accounting policy as set out below.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 325 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. MATERIAL ACCOUNTING POLICIES (continued)
Financial instruments (continued)
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. 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. 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.
The Group discontinues fair value hedge accounting if the hedging instrument expires or is sold, terminated or exercised, the hedge no longer meets the criteria for hedge accounting. If the hedged items are derecognised, the unamortised fair value is recorded in profit or loss.
Financial assets held under resale agreements and financial assets sold under repurchase agreements
Financial assets held under resale agreements and financial assets sold under repurchase agreements are recorded at the amount actually paid or received when the transactions occur, and are recognised in the statement of financial position. The assets held under the agreements to resell are registered as off-balance-sheet items, while the assets sold under the agreements to repurchase are recorded in the statement of financial position.
The bid-ask spread of the financial assets under agreements to resell and financial assets sold under agreements to repurchase is recognised as interest income or interest expense using the effective interest rate method in the reselling or repurchasing period.
Accounts payable to brokerage customers
Accounts payable to brokerage customers are all deposited in the bank accounts designated by the Group. The Group recognises the funds as liabilities for settlement to the customers.
The Group executes trade orders through stock exchanges on behalf of the customers. If the total amount of the purchased securities exceeds that of the sold securities, accounts payable to brokerage customers decrease by the difference in addition to the withholding stamp duty and commission. If the total amount of the sold securities exceeds that of the purchased securities, accounts payable to brokerage customers increase by the difference after deducting the withholding stamp duty and commission.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- MATERIAL ACCOUNTING POLICIES (continued)
Financial instruments (continued)
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 short-selling of securities, for which the customers provide the Group with collateral.
Margin financing services
The Group recognises margin financing services to customers as margin accounts receivable, and recognises the commission as interest income accordingly.
The policy of provision for impairment of margin accounts receivable is determined with reference to the policy of provision for impairment of financial assets measured at amortised cost.
Securities lending services
The Group lends securities to their customers with agreed expiry dates and interest rates, and the same amount of similar securities received on the expiry date. Commission is recognised as interest income according to the margin financing agreement. The securities lending services are not derecognised. The financial assets are recognised as securities lending services in financial assets at fair value through profit or loss and equity instruments at fair value through other comprehensive income, and are subsequently measured according to financial assets at fair value through profit or loss and equity instruments at fair value through other comprehensive income.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, which are described in note 3 to the consolidated financial statements, the directors of the Company are required to make estimates, judgements and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Determination of consolidation scope
All facts and circumstances must be taken into consideration in the assessment of whether the Group, as an investor, controls the investee. The principle of control sets out the following three elements of control: (a) power over the investee; (b) exposure, or rights, to variable returns from involvement with the investee; and (c) the ability to use power over the investee to affect the amount of the investor’s returns. The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
For collective asset management schemes and investment funds where the Group involves as investment manager and also as investor, the Group assesses whether the combination of investments it holds together with its remuneration and credit enhancement creates exposure to variability of returns from the activities of the collective asset management schemes and investment funds that is of such significance that it indicates that the Group is a principal. The collective asset management schemes and investment funds are consolidated if the Group acts in the role of principal.
Fair values of financial assets and derivative financial instruments determined using valuation techniques
If the market for a financial instrument is not active, the Group estimates fair value by using valuation techniques, such as the discounted cash flow analysis model. In practice, the discounted cash flow analysis model makes the maximum use of observable inputs, but management still needs to make estimations on counterparty credit risk, the volatility of the market interest rate and correlation factors. If there is a change in any assumption of the above factors, the assessment of the fair value of financial instruments will be affected.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (continued)
Impairment of financial instruments
The Group assesses the impairment of financial instruments using the ECL model. The application of the ECL model requires significant judgement and estimation, and consideration of all reasonable and relevant information including forward-looking information. When making such judgement and estimation, the Group estimates the expected changes of the debtor’s credit risk based on historical repayment data along with economic policies, macro-economic indicators, and industrial risk.
Provisions
The Group uses judgement to assess whether the Group has a present legal or constructive obligation as a result of past events at each financial reporting date, and judgement is used to determine if it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and to determine a reliable estimate of the amount of the obligation and relevant disclosure in the consolidated financial statements.
Income taxes
There are certain transactions and activities for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially estimated, such differences will impact the current income tax and deferred income tax in the period during which such a determination is made.
The realisation of a deferred tax asset mainly depends on whether sufficient future profits or taxable temporary differences will be available in the future.
In cases where it becomes probable that sufficient profits or taxable temporary differences are expected to be generated, deferred tax assets would be recognised in profit or loss in that period. On the contrary, if sufficient profits or taxable temporary differences are not expected to be generated, deferred tax assets would be reversed in profit or loss in that period. Details of the tax losses and deductible temporary differences are disclosed in note 42.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 329 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5. SEGMENT REPORTING
Information reported to the chief operating decision maker (hereinafter referred to as the "CODM"), being the board of directors of the Company, for the purposes of resource allocation and assessment of segment performance focuses on the nature of 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 services and serve different markets. Segment information is measured in accordance with the accounting policies and measurement criteria adopted by each segment when reporting to the board of directors of the Company, which are consistent with the accounting and measurement criteria in the preparation of the consolidated financial statements.
Specifically, the Group's operating segments are as follows:
(a) Investment banking, which primarily includes underwriting commissions and sponsorship and advisory fees from equity and debt underwriting and financial advisory services;
(b) Wealth management, which primarily includes fees and commissions earned from providing brokerage and investment advisory services to retail clients, as well as interest income earned from margin financing and securities lending activities, reverse repurchase transactions, financial leasing, cash held on behalf of clients and fees earned from selling financial products developed by the Group and other financial institutions;
(c) Trading and institution, which primarily includes investment gains and interest income earned from investment trading of, and market-making in equity, fixed income, derivative securities and other financial products, as well as investment gains from alternative investments, and fees and commissions earned from providing investment research and prime brokerage services to institutional clients;
(d) Investment management, which primarily includes management and advisory fees earned from providing asset management, mutual fund management, private fund management services to clients and etc;
(e) Others, which primarily includes income from head office operations.
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.
Segment profit or loss represents the profit earned or loss incurred by each segment without the allocation of income tax expenses as well as the share of results of associates and joint ventures. This is the measure reported to the CODM for the purposes of resource allocation and performance assessment.
Segment assets or liabilities are allocated to each segment, excluding deferred tax assets or liabilities. The segment results exclude income tax expense and share of results of associates and joint ventures, while the segment assets and liabilities include prepaid taxes, current tax liabilities as well as interests in associates and joint ventures, respectively.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5. SEGMENT REPORTING (continued)
The operating and reportable segment information provided to the chief operating decision maker ("the CODM") for the years ended 31 December 2025 and 2024 is as follows:
| | Investment banking RMB'000 | Wealth management RMB'000 | Trading and institution RMB'000 | Investment management RMB'000 | Others RMB'000 | Consolidated total RMB'000 | | --- | --- | --- | --- | --- | --- | --- | | For the year ended 31 December 2025 | | | | | | | | Segment revenue and results | | | | | | | | Segment revenue | 920,421 | 17,082,735 | 18,035,903 | 8,135,333 | 112,705 | 44,287,097 | | Segment other income and gains or losses | 2,456 | 188,783 | (60,564) | 34,715 | 60,193 | 225,583 | | Segment revenue and other income | 922,877 | 17,271,518 | 17,975,339 | 8,170,048 | 172,898 | 44,512,680 | | Segment expenses | (753,281) | (8,660,798) | (8,871,144) | (5,218,015) | (4,426,773) | (27,930,011) | | Segment results | 169,596 | 8,610,720 | 9,104,195 | 2,952,033 | (4,253,875) | 16,582,669 | | Share of results of associates and joint ventures | - | (800) | 211,870 | 1,079,129 | 99,948 | 1,390,147 | | Profit/(loss) before income tax | 169,596 | 8,609,920 | 9,316,065 | 4,031,162 | (4,153,927) | 17,972,816 | | As at 31 December 2025 | | | | | | | | Segment assets and liabilities | | | | | | | | Segment assets | 463,158 | 259,175,810 | 461,979,456 | 39,575,437 | 211,919,654 | 973,113,515 | | Deferred tax assets | - | - | - | - | - | 2,370,739 | | Group's total assets | | | | | | 975,484,254 | | Segment liabilities | 233,352 | 206,451,822 | 456,243,445 | 15,470,151 | 134,224,958 | 812,623,728 | | Deferred tax liabilities | - | - | - | - | - | 402,674 | | Group's total liabilities | | | | | | 813,026,402 | | Other segment information | | | | | | | | Amounts included in the measure of segment profit or loss or segment assets: | | | | | | | | Depreciation and amortisation | 4,832 | 355,648 | 38,152 | 195,373 | 497,892 | 1,091,897 | | Credit impairment losses | 2,343 | (42,716) | (57,057) | 988 | (10,329) | (106,771) | | Other assets impairment losses | - | 4,390 | - | - | - | 4,390 | | Capital expenditure | 3,683 | 142,383 | 29,545 | 50,049 | 389,543 | 615,203 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5. SEGMENT REPORTING (continued)
| | Investment banking RMB* 000 | Wealth management RMB* 000 | Trading and institution RMB* 000 | Investment management RMB* 000 | Others RMB* 000 | Consolidated total RMB* 000 | | --- | --- | --- | --- | --- | --- | --- | | For the year ended 31 December 2024 | | | | | | | | Segment revenue and results | | | | | | | | Segment revenue | 810,422 | 13,870,394 | 14,180,842 | 6,266,720 | 232,524 | 35,360,902 | | Segment other income and gains or losses | (33) | 66,677 | 99,863 | 995,770 | 46,031 | 1,208,308 | | Segment revenue and other income | 810,389 | 13,937,071 | 14,280,705 | 7,262,490 | 278,555 | 36,569,210 | | Segment expenses | (690,744) | (7,443,034) | (8,899,525) | (5,031,377) | (3,438,158) | (25,502,838) | | Segment results | 119,645 | 6,494,037 | 5,381,180 | 2,231,113 | (3,159,603) | 11,066,372 | | Share of results of associates and joint ventures | - | 319 | (12,807) | 833,802 | (35,546) | 785,768 | | Profit/(loss) before income tax | 119,645 | 6,494,356 | 5,368,373 | 3,064,915 | (3,195,149) | 11,852,140 | | As at 31 December 2024 | | | | | | | | Segment assets and liabilities | | | | | | | | Segment assets | 295,233 | 185,565,204 | 345,545,242 | 35,522,417 | 189,961,352 | 756,889,448 | | Deferred tax assets | | | | | | 1,855,661 | | Group’s total assets | | | | | | 758,745,109 | | Segment liabilities | 165,187 | 160,764,324 | 220,083,025 | 11,460,715 | 213,037,052 | 605,510,303 | | Deferred tax liabilities | | | | | | 149,424 | | Group’s total liabilities | | | | | | 605,659,727 | | Other segment information | | | | | | | | Amounts included in the measure of segment profit or loss or segment assets: | | | | | | | | Depreciation and amortisation | 5,657 | 363,903 | 36,290 | 158,292 | 458,063 | 1,022,205 | | Credit impairment losses | (690) | 10,874 | (63,389) | (1) | (11,475) | (64,681) | | Other assets impairment losses | - | - | - | - | 21 | 21 | | Capital expenditure | 2,074 | 132,069 | 16,367 | 131,846 | 434,621 | 716,977 |
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.
There are no sales to a single customer from which the revenue amounted to over 10% to the Group’s revenue for the years ended 31 December 2025 and 2024.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6. COMMISSION AND FEE INCOME
| 2025 | 2024 | |
|---|---|---|
| RMB’000 | RMB’000 | |
| Securities brokerage business commission and fee income | 9,134,232 | 6,260,425 |
| Asset management and fund management fee income | 7,703,385 | 6,885,232 |
| Underwriting and sponsorship fee income | 801,664 | 705,462 |
| Futures brokerage business commission and fee income | 800,766 | 645,875 |
| Consultancy and financial advisory fee income | 281,083 | 186,508 |
| Others | 526,010 | 318,979 |
| 19,247,140 | 15,002,481 |
7. INTEREST INCOME
| 2025 | 2024 | |
|---|---|---|
| RMB’000 | RMB’000 | |
| Margin financing and securities lending | 5,778,616 | 5,050,124 |
| Deposits with exchanges and financial institutions | 3,487,684 | 3,725,081 |
| Debt instruments at fair value through other comprehensive income | 2,233,965 | 2,981,917 |
| Financial assets held under resale agreements | 729,968 | 783,219 |
| Debt instruments at amortised cost | 1,861 | 7,238 |
| Leasing business | 1,907 | 2,721 |
| Others | 22,420 | 24,059 |
| 12,256,421 | 12,574,359 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
8. NET INVESTMENT GAINS
| | 2025 RMB' 000 | 2024 RMB' 000 (restated) | | --- | --- | --- | | Net realised gains from disposal of financial instruments at fair value through other comprehensive income | 327,003 | 851,985 | | Net realised gains from disposal of financial instruments at fair value through profit or loss | 13,596,290 | 1,649,108 | | Dividend income and interest income from financial instruments at fair value through profit or loss | 4,808,440 | 4,803,317 | | Dividend income from financial instruments at fair value through other comprehensive income | 1,714,817 | 1,302,544 | | Net realised losses from derivatives | (13,466,415) | (827,262) | | Unrealised fair value changes of financial instruments at fair value through profit or loss | | | | - Financial assets at fair value through profit or loss | 12,952,572 | 1,772,146 | | - Financial liabilities at fair value through profit or loss | (104,345) | 476,608 | | - Derivatives | (7,056,769) | (2,226,054) | | Others | 11,943 | (18,330) | | | 12,783,536 | 7,784,062 |
9. OTHER INCOME AND GAINS OR LOSSES
| | 2025 RMB' 000 | 2024 RMB' 000 (restated) | | --- | --- | --- | | Commodity trading income | 103,949 | 21,159 | | Government grants(i) | 481,243 | 629,135 | | Reversal of provisions | - | 414,702 | | Third-party profit or loss in consolidated structured entities | (448,848) | (58,655) | | Commission from tax withholding and remitting | 38,823 | 53,106 | | Gains on disposal of subsidiaries, associates and joint ventures | 43,899 | 8,863 | | Others | 6,517 | 139,998 | | | 225,583 | 1,208,308 |
(i) The government grants were received unconditionally by the Group from the local government to support operations in the designated locations.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
10. DEPRECIATION AND AMORTISATION
| | 2025 RMB' 000 | 2024 RMB' 000 | | --- | --- | --- | | Depreciation of property and equipment | 514,399 | 443,091 | | Depreciation of right-of-use assets | 372,728 | 388,271 | | Amortisation of other intangible assets | 191,007 | 177,715 | | Depreciation of investment properties | 13,763 | 13,128 | | | 1,091,897 | 1,022,205 |
11. STAFF COSTS
| | 2025 RMB' 000 | 2024 RMB' 000 | | --- | --- | --- | | Salaries, bonuses and allowances and other long-term benefits | 8,794,067 | 7,870,191 | | Defined contribution plans | 853,315 | 788,914 | | Short-term social welfare | 456,975 | 463,994 | | Others | 448,114 | 456,679 | | | 10,552,471 | 9,579,778 |
The domestic employees of the Group in the PRC participate in state-managed social welfare plans, including social pension insurance, unemployment insurance, health care insurance, housing funds and other social welfare plan operated by the relevant municipal and provincial governments. According to the relevant regulations, the premiums and welfare benefit contributions borne by the Group are calculated and paid to the relevant labour and social welfare authorities on a regular basis. The social pension insurance and unemployment insurance are defined contribution plans.
In addition to the above social welfare plans, the Group also provides annuity schemes for certain qualified employees in the PRC. The employees' and the Group's contributions for the annuity schemes are calculated based on a certain percentage of employees' salaries and recognised in profit or loss as expenses. These annuity schemes are defined contribution plans.
The Group also establishes the Mandatory Provident Fund Scheme, also a defined contribution plan, for all qualified employees in Hong Kong. The Group contributes a certain percentage of relevant payroll costs to the scheme, and the contribution is matched by employees but subject to a maximum amount for each employee. The assets of the scheme are held separately from those of the Group, in funds under the control of trustees.
The contributions to the defined contribution plans are expensed as incurred. The Group cannot withdraw or utilise its fund contributions made to the defined contribution plans under any circumstance.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
12. COMMISSION AND FEE EXPENSES
| | 2025 RMB' 000 | 2024 RMB' 000 | | --- | --- | --- | | Securities and futures brokerage business expenses | 337,731 | 256,414 | | Underwriting and sponsorship fee expenses | 20,290 | 16,585 | | Other service expenses | 19,668 | 19,030 | | | 377,689 | 292,029 |
Note: Distribution expenses for the fund and asset management business are classified under other operating expenses as described in note 14.
13. INTEREST EXPENSES
| | 2025 RMB' 000 | 2024 RMB' 000 | | --- | --- | --- | | Financial assets sold under repurchase agreements | 3,513,864 | 3,382,491 | | Bonds payable | 3,208,921 | 3,386,670 | | Short-term financing payables | 1,675,321 | 1,289,594 | | Due to banks and other financial institutions | 787,773 | 1,023,355 | | Accounts payable to brokerage clients | 461,331 | 565,816 | | Borrowings | 252,429 | 379,339 | | Lease liabilities | 33,678 | 41,310 | | Others | 98,535 | 157,332 | | | 10,031,852 | 10,225,907 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- OTHER OPERATING EXPENSES
| | 2025 RMB' 000 | 2024 RMB' 000 (restated) | | --- | --- | --- | | Distribution expenses for fund and asset management business | 1,761,023 | 1,687,718 | | General and administrative expenses | 1,326,894 | 1,167,434 | | Advertisement and business development expenses | 551,071 | 298,377 | | Post and telecommunications expenses | 349,243 | 312,680 | | Taxes and surcharges | 217,079 | 180,706 | | Rents and utilities | 164,363 | 165,011 | | Securities and futures investor protection funds | 112,395 | 88,936 | | Commodity trading costs | 105,205 | 21,048 | | Auditors' remuneration | 8,876 | 9,040 | | Accrual of provisions | 764,062 | - | | Sundry expenses | 618,272 | 516,629 | | | 5,978,483 | 4,447,579 |
- CREDIT IMPAIRMENT REVERSES
| | 2025 RMB' 000 | 2024 RMB' 000 | | --- | --- | --- | | Debt instruments at amortised cost | (70,361) | (5,255) | | Debt instruments at fair value through other comprehensive income | (1,358) | (58,674) | | Advances to customers | 35,685 | (5,197) | | Accounts receivable | 8,257 | 25,901 | | Lease receivables | (3,260) | (27,157) | | Financial assets held under resale agreements | (78,049) | 6,800 | | Others | 2,315 | (1,099) | | | (106,771) | (64,681) |
- OTHER ASSETS IMPAIRMENT LOSSES
| | 2025 RMB' 000 | 2024 RMB' 000 (restated) | | --- | --- | --- | | Other intangible assets | - | 21 | | Others | 4,390 | - | | | 4,390 | 21 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
17. INCOME TAX EXPENSE
| | 2025 RMB' 000 | 2024 RMB' 000 | | --- | --- | --- | | Current tax: | | | | PRC Enterprise Income Tax | 3,036,120 | 1,527,575 | | Hong Kong Profits Tax and other jurisdictions | 67,528 | 50,001 | | Subtotal | 3,103,648 | 1,577,576 | | Deferred tax (Note 42) | (82,942) | (270,109) | | | 3,020,706 | 1,307,467 |
Under the Enterprise Income Tax of the PRC (the "EIT Law") and the Implementation Regulation of the EIT Law, the tax rate of the Company and its main subsidiaries in the PRC is 25%.
Hong Kong Profits Tax was calculated at 16.5% of the estimated assessable profits for both years. Tax arising in other jurisdictions is calculated at the applicable tax rates in the relevant jurisdictions.
The reconciliation between the income tax expense at the statutory tax rate of 25% and the effective tax rate is as follows:
| | 2025 RMB' 000 | 2024 RMB' 000 | | --- | --- | --- | | Profit before income tax | 17,972,816 | 11,852,140 | | Tax at the statutory tax rate of 25% | 4,493,204 | 2,963,035 | | Tax effect of share of profits of associates and joint ventures | (242,427) | (215,906) | | Effect of non-deductible costs, expenses and losses | 241,568 | 77,567 | | Tax effect of non taxable income | (1,378,763) | (1,378,866) | | Tax effect of tax losses and temporary differences not recognised | 240,482 | 222,540 | | Tax effect of utilize deductible losses and deductible temporary differences previously not recognised | (11,249) | 5,828 | | Effect of different tax rates of subsidiaries | (120,910) | (123,941) | | Others | (201,199) | (242,790) | | Income tax expense for the year | 3,020,706 | 1,307,467 |
In December 2021, the Organisation for Economic Co-operation and Development published Tax Challenges Arising from the Digitalisation of the Economy — Global Anti-Base Erosion Model Rules ("Pillar Two Model Rules"). According to the rules of Pillar Two, low-tax jurisdictions with effective tax rate below 15% may have a Top-up Tax impact.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
17. INCOME TAX EXPENSE (continued)
Some of jurisdictions where the Group's overseas entities are located, had implemented Pillar Two legislation during the reporting period. The Group has assessed the impact of Top-up Tax under Pillar Two and made tax provisions for the relevant entities. The legislation in the aforementioned jurisdictions has no significant impact on the Group's financial position and operating results as at 31 December 2025. The Group has adopted amendments to IAS 12 on Pillar Two Model Rules. Therefore, the Group does not recognise deferred tax assets and liabilities related to Pillar Two and does not disclose relevant information.
18. EARNINGS PER SHARE
The calculation of earnings per share attributable to owners of the Company is based on the following data:
| 2025 | 2024 | |
|---|---|---|
| Earnings for the purpose of basic earnings per share: | ||
| Profit attributable to owners of the Company (RMB in thousand) | 13,701,548 | 9,636,830 |
| Less: Profit attributable to other equity instrument holders of the Company (RMB in thousand) | 957,690 | 907,779 |
| Profit attributable to ordinary shareholders of the Company (RMB in thousand) | 12,743,858 | 8,729,051 |
| Weighted average number of ordinary shares in issue (in thousands of shares) | 7,605,846 | 7,605,846 |
| Earnings per share (RMB) | ||
| - Basic | 1.68 | 1.15 |
| - Diluted | 1.68 | 1.15 |
There were no potential dilutive ordinary shares outstanding for 2025 and 2024.
The calculation of the basic earnings per share is based on the profit attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares in issue. The Company cancelled its treasury shares on 25 February 2025 as detailed in Note 57, which did not have an impact on the calculation of earnings per share for the current period nor for the comparative period.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
19. PROPERTY AND EQUIPMENT
| Properties and buildings RMB'000 | Electronic and communication equipment RMB'000 | Motor vehicles RMB'000 | Office equipment RMB'000 | Improvements RMB'000 | Construction in progress RMB'000 | Total RMB'000 | |
|---|---|---|---|---|---|---|---|
| Cost | |||||||
| As at 1 January 2025 | 2,600,291 | 1,803,404 | 148,023 | 309,227 | 1,075,194 | 251,071 | 6,187,210 |
| Additions | 919 | 305,845 | 16,169 | 26,090 | 89,535 | 792 | 439,350 |
| Transfers during the year | (52,892) | - | - | - | - | - | (52,892) |
| Disposals/write-off | (14,955) | (72,737) | (16,558) | (15,570) | (73,341) | - | (193,161) |
| Effect of foreign currency exchange differences and others | - | (1,109) | (58) | (150) | (1,924) | - | (3,241) |
| As at 31 December 2024 | 2,533,363 | 2,035,403 | 147,576 | 319,597 | 1,089,464 | 251,863 | 6,377,266 |
| Accumulated depreciation and impairment | |||||||
| As at 1 January 2025 | 784,867 | 1,084,308 | 110,320 | 245,722 | 690,581 | - | 2,915,798 |
| Charge for the year | 74,493 | 272,772 | 12,753 | 24,619 | 133,406 | - | 518,043 |
| Transfers during the year | (8,645) | - | - | - | - | - | (8,645) |
| Disposals/write-off | (9,222) | (71,303) | (16,558) | (15,285) | (70,344) | - | (182,712) |
| Effect of foreign currency exchange differences and others | - | (899) | (35) | (74) | (766) | - | (1,774) |
| As at 31 December 2025 | 841,493 | 1,284,878 | 106,480 | 254,982 | 752,877 | - | 3,240,710 |
| Net carrying amount | |||||||
| As at 31 December 2025 | 1,691,870 | 750,525 | 41,096 | 64,615 | 336,587 | 251,863 | 3,136,556 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
19. PROPERTY AND EQUIPMENT (continued)
| Properties and buildings RMB' 000 | Electronic and communication equipment RMB' 000 | Motor vehicles RMB' 000 | Office equipment RMB' 000 | Improvements RMB' 000 | Construction in progress RMB' 000 | Total RMB' 000 | |
|---|---|---|---|---|---|---|---|
| Cost | |||||||
| As at 1 January 2024 | 2,635,400 | 1,529,448 | 132,264 | 281,449 | 1,012,132 | 246,301 | 5,836,994 |
| Additions | - | 330,653 | 9,176 | 29,141 | 170,643 | 4,770 | 544,383 |
| Transfers during the year | (57,165) | - | - | - | - | - | (57,165) |
| Disposals/write-off | (2,515) | (84,408) | (7,257) | (11,374) | (108,193) | - | (213,747) |
| Effect of foreign currency exchange differences and others | 24,571 | 27,711 | 13,840 | 10,011 | 612 | - | 76,745 |
| As at 31 December 2024 | 2,600,291 | 1,803,404 | 148,023 | 309,227 | 1,075,194 | 251,071 | 6,187,210 |
| Accumulated depreciation and impairment | |||||||
| As at 1 January 2024 | 692,351 | 919,217 | 90,861 | 221,086 | 683,104 | - | 2,606,619 |
| Charge for the year | 72,493 | 221,648 | 12,579 | 25,445 | 114,634 | - | 446,799 |
| Transfers during the year | (4,505) | - | - | - | - | - | (4,505) |
| Disposals/write-off | (43) | (84,157) | (6,934) | (10,824) | (108,000) | - | (209,958) |
| Effect of foreign currency exchange differences and others | 24,571 | 27,600 | 13,814 | 10,015 | 843 | - | 76,843 |
| As at 31 December 2024 | 784,867 | 1,084,308 | 110,320 | 245,722 | 690,581 | - | 2,915,798 |
| Net carrying amount | |||||||
| As at 31 December 2024 | 1,815,424 | 719,096 | 37,703 | 63,505 | 384,613 | 251,071 | 3,271,412 |
As at 31 December 2025, the Group's properties and buildings amounting to RMB231.31 million (31 December 2024: RMB262.92 million) included the leasehold interest in land as the leasehold payments could not be allocated reliably between the land and building elements, and therefore the entire lease is accounted for as properties and buildings.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
20. LEASES
The Group as a lessee
The Group has lease contracts for various items of properties and buildings used in its operations.
(1) Right-of-use assets
The carrying amounts of the Group’s right-of-use assets and the movements during the year are as follows:
| Properties and buildings RMB’000 | Land use rights RMB’000 | Total RMB’000 | |
|---|---|---|---|
| Cost | |||
| As at 1 January 2025 | 1,896,410 | 1,274,130 | 3,170,540 |
| Additions | 255,973 | – | 255,973 |
| Disposals/write-off | (183,041) | – | (183,041) |
| Transfers during the year | – | (14,200) | (14,200) |
| Effect of foreign currency exchange differences | (5,105) | – | (5,105) |
| As at 31 December 2025 | 1,964,237 | 1,259,930 | 3,224,167 |
| Accumulated depreciation and impairment | |||
| As at 1 January 2025 | 932,662 | 238,750 | 1,171,412 |
| Charge for the year | 346,213 | 26,515 | 372,728 |
| Disposals/write-off | (170,573) | – | (170,573) |
| Transfers during the year | – | (2,318) | (2,318) |
| Effect of foreign currency exchange differences | (2,884) | – | (2,884) |
| As at 31 December 2025 | 1,105,418 | 262,947 | 1,368,365 |
| Net carrying amount | |||
| As at 31 December 2025 | 858,819 | 996,983 | 1,855,802 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- LEASES (continued)
The Group as a lessee (continued)
(1) Right-of-use assets (continued)
| Properties and buildings RMB* 000 | Land use rights RMB* 000 | Total RMB* 000 | |
|---|---|---|---|
| Cost | |||
| As at 1 January 2024 | 1,825,779 | 1,292,056 | 3,117,835 |
| Additions | 449,031 | - | 449,031 |
| Disposals/write-off | (383,919) | - | (383,919) |
| Transfers during the year | - | (17,926) | (17,926) |
| Effect of foreign currency exchange differences | 5,519 | - | 5,519 |
| As at 31 December 2024 | 1,896,410 | 1,274,130 | 3,170,540 |
| Accumulated depreciation and impairment | |||
| As at 1 January 2024 | 877,843 | 215,147 | 1,092,990 |
| Charge for the year | 359,010 | 29,261 | 388,271 |
| Disposals/write-off | (307,568) | - | (307,568) |
| Transfers during the year | - | (5,658) | (5,658) |
| Effect of foreign currency exchange differences | 3,377 | - | 3,377 |
| As at 31 December 2024 | 932,662 | 238,750 | 1,171,412 |
| Net carrying amount | |||
| As at 31 December 2024 | 963,748 | 1,035,380 | 1,999,128 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
20. LEASES (continued)
The Group as a lessee (continued)
(2) Lease liabilities
The carrying amounts of the Group’s lease liabilities are as follows:
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB’000 | RMB’000 | |
| Properties and buildings | ||
| Current | 304,892 | 311,310 |
| Non-current | 607,082 | 688,243 |
| Total | 911,974 | 999,553 |
Details of the maturity analysis of lease liabilities are disclosed in Note 69.
(3) The amounts recognised in profit or loss in relation to leases are as follows:
| 2025 | 2024 | |
|---|---|---|
| RMB’000 | RMB’000 | |
| Depreciation of right-of-use assets | 372,728 | 388,271 |
| Expense relating to short-term leases | ||
| (included in other operating expenses) | 20,659 | 23,745 |
| Interest on lease liabilities | 33,678 | 41,310 |
| Total amount recognised in profit or loss | 427,065 | 453,326 |
As at 31 December 2025 and 31 December 2024, the future cash outflows relating to leases that have not yet commenced were insignificant.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
21. INVESTMENT PROPERTIES
| | As at 31.12.2025 RMB' 000 | As at 31.12.2024 RMB' 000 | | --- | --- | --- | | Cost | | | | At the beginning of the year | 367,428 | 307,513 | | Additions | 269 | – | | Disposals/written-off | – | (15,176) | | Transfers during the year | 67,092 | 75,091 | | At the end of the year | 434,789 | 367,428 | | Accumulated depreciation | | | | At the beginning of the year | 124,451 | 108,356 | | Charge for the year | 13,763 | 13,128 | | Eliminate on disposals/written-off | – | (7,196) | | Transfers during the year | 10,963 | 10,163 | | At the end of the year | 149,177 | 124,451 | | Net carrying amount | | | | At the end of the year | 285,612 | 242,977 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
22. GOODWILL
| | As at 31.12.2025 RMB' 000 | As at 31.12.2024 RMB' 000 | | --- | --- | --- | | Cost | | | | Unit A – securities brokerage branches | 76,574 | 76,574 | | Unit B – GF Financial Markets (UK) Limited | 2,403 | 2,352 | | Subtotal | 78,977 | 78,926 | | Addition | | | | Unit B – effect of foreign currency exchange differences | (59) | 51 | | Accumulated impairment losses | | | | Unit A – securities brokerage branches | 76,574 | 76,574 | | Unit B – GF Financial Markets (UK) Limited | – | – | | Subtotal | 76,574 | 76,574 | | Net carrying amount | | | | Unit A – securities brokerage branches | – | – | | Unit B – GF Financial Markets (UK) Limited | 2,344 | 2,403 | | At the end of the year | 2,344 | 2,403 |
Unit A is the securities brokerage CGU acquired, the acquisition cost of which exceeds the fair value of the net identifiable assets. The commercial registration of these securities brokerage branches in the prior year was changed. As the CGU no longer generated future cash flows, Unit A was fully impaired in the prior year.
Unit B is the CGU of GF Financial Markets (UK) Limited by GF Futures (Hong Kong) Co., Limited, a wholly-owned subsidiary of the Company. As at 31 December 2025, the management of the Group determined that there was no impairment of the CGU as the recoverable amount of the CGU exceeded its carrying amount.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- OTHER INTANGIBLE ASSETS
| | Trading seats RMB' 000 | Computer software RMB' 000 | Others RMB' 000 | Total RMB' 000 | | --- | --- | --- | --- | --- | | Cost | | | | | | As at 1 January 2024 | 72,833 | 1,485,356 | 1,977 | 1,560,166 | | Additions | – | 171,995 | 599 | 172,594 | | Disposals/write-off | – | (11,330) | – | (11,330) | | Effect of foreign currency exchange differences and others | 17 | 28,836 | – | 28,853 | | As at 31 December 2024 | 72,850 | 1,674,857 | 2,576 | 1,750,283 | | Additions | – | 174,906 | 677 | 175,583 | | Disposals/write-off | (2,025) | (159,762) | – | (161,787) | | Effect of foreign currency exchange differences | (20) | (1,646) | – | (1,666) | | As at 31 December 2025 | 70,805 | 1,688,355 | 3,253 | 1,762,413 | | Accumulated amortisation and impairment | | | | | | As at 1 January 2024 | 72,015 | 967,359 | 770 | 1,040,144 | | Charge for the year | – | 176,647 | 1,068 | 177,715 | | Disposals/write-off | – | (11,200) | – | (11,200) | | Effect of foreign currency exchange differences and others | – | 28,491 | – | 28,491 | | Impairment loss recognised in the year | 21 | – | – | 21 | | As at 31 December 2024 | 72,036 | 1,161,297 | 1,838 | 1,235,171 | | Charge for the year | – | 190,848 | 158 | 191,006 | | Disposals/write-off | (2,025) | (159,762) | – | (161,787) | | Effect of foreign currency exchange differences | – | (1,261) | (1) | (1,262) | | As at 31 December 2025 | 70,011 | 1,191,122 | 1,995 | 1,263,128 | | Net carrying amount | | | | | | As at 31 December 2025 | 794 | 497,233 | 1,258 | 499,285 | | As at 31 December 2024 | 814 | 513,560 | 738 | 515,112 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
24. INVESTMENTS IN ASSOCIATES
| | As at 31.12.2025 RMB' 000 | As at 31.12.2024 RMB' 000 | | --- | --- | --- | | Cost of investments in associates | 4,090,499 | 4,264,412 | | Share of post-acquisition profits and other comprehensive income, net of dividends received | 5,052,962 | 4,644,753 | | | 9,143,461 | 8,909,165 | | Investment in an associate at fair value through profit or loss (Note) | 2,093 | 2,839 | | | 9,145,554 | 8,912,004 |
Note: The Group elects to measure its investment in GEGEJIA Corporation of RMB2.09 million (31 December 2024: RMB2.84 million) held through GF Beacon Capital Management Limited, a venture capital organisation and an indirectly wholly-owned subsidiary, at fair value through profit or loss as management measured the performance of this associate on a fair value basis. The valuation determinations, including valuation techniques, key inputs and fair value information, for the associate measured at fair value through profit or loss are set out in note 70.
Details of the Group’s significant associate at the end of the year are as follows:
| Name of associate | Place and date of establishment | Equity interest held by the Group | Principal activities | |
|---|---|---|---|---|
| As at | ||||
| 31.12.2025 | As at | |||
| 31.12.2024 | ||||
| 易方達基金管理有限公司 | ||||
| E Fund Management Co., | ||||
| Limited (“E Fund”) | PRC | |||
| 17 April 2001 | 22.65% | 22.65% | Publicly offered securities | |
| investment fund management, | ||||
| fund sale, asset management | ||||
| for specific customers |
Summarised financial information of the material associate
Summarised financial information of the Group’s material associate is set out below. The summarised financial information below represents the amounts shown in the associate’s financial statements prepared in accordance with IFRS Accounting Standards.
The associate is accounted for using the equity method in the consolidated financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
24. INVESTMENTS IN ASSOCIATES (continued)
Summarised financial information of the material associate (continued)
E Fund
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB’ 000 | RMB’ 000 | |
| Total assets | 32,121,213 | 29,760,116 |
| Total liabilities | 10,959,262 | 10,476,259 |
| Net assets | 21,161,951 | 19,283,857 |
| 2025 | 2024 | |
| RMB’ 000 | RMB’ 000 | |
| Total revenue | 13,539,000 | 12,389,191 |
| Profit for the year | 3,806,211 | 3,900,483 |
| Other comprehensive income | (7,708) | 5,359 |
| Total comprehensive income | 3,798,503 | 3,905,842 |
| Dividend received from the associate during the year | 435,000 | 270,000 |
The reconciliation of the above summarised financial information to the carrying amount of the interest in E Fund recognised in the consolidated financial statements:
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB’ 000 | RMB’ 000 | |
| Net assets attributable to equity holders of the associate | 21,199,778 | 19,277,632 |
| Proportion of the Group’s ownership interest | 22.65% | 22.65% |
| Proportion of equity interest held by the Group | 4,801,750 | 4,366,384 |
| Other adjustments | (3,995) | (3,967) |
| Carrying amount of the Group’s interest | 4,797,755 | 4,362,417 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
24. INVESTMENTS IN ASSOCIATES (continued)
Aggregate information of associates that are not individually material
| 2025 | 2024 | |
|---|---|---|
| RMB* 000 | RMB* 000 | |
| The Group’s share of profits | 30,835 | (122,150) |
| The Group’s share of other comprehensive income | (205) | (4) |
| The Group’s share of total comprehensive income | 30,630 | (122,154) |
| As at | As at | |
| 31.12.2025 | 31.12.2024 | |
| RMB* 000 | RMB* 000 | |
| Aggregate carrying amount of the Group’s interests in these associates | 4,347,799 | 4,549,587 |
25. INVESTMENTS IN JOINT VENTURES
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB* 000 | RMB* 000 | |
| Cost of investments in joint ventures | 2,669,880 | 2,409,865 |
| Share of post-acquisition profits and other comprehensive income, net of dividends received | 172,049 | (312,111) |
| 2,841,929 | 2,097,754 |
Aggregate information of joint ventures that are not individually material
| 2025 | 2024 | |
|---|---|---|
| RMB* 000 | RMB* 000 | |
| The Group’s share of profit | 487,228 | 22,020 |
| The Group’s share of total comprehensive income | 487,228 | 22,020 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- INTERESTS IN UNCONSOLIDATED STRUCTURED ENTITIES
Unconsolidated structured entities managed or held by the Group mainly include investment funds, asset management plans, etc. The objectives of the structured entities are to manage investors' assets and to collect management fees, and they are financed through the issue of investment products to investors. The interests held by the Group in these unconsolidated structured entities mainly involve the investments held by the Group or management fees and performance fees collected from managing structured entities.
At the end of 2025, the net assets of the unconsolidated structured entities which were sponsored and whose financial interest held by the Group were RMB882,614.27 million. The carrying amounts of the interests held by the Group were RMB19,117.35 million, which were classified as financial assets at fair value through profit or loss and equity instruments at fair value through other comprehensive income in the consolidated statement of financial position. The carrying amounts are approximate to the maximum loss exposure.
At the end of 2025, the carrying amounts of the interests held by the Group from unconsolidated structured entities sponsored by third parties were RMB96,243.42 million, of which RMB95,886.34 million were classified as financial assets at fair value through profit or loss, RMB355.65 million were classified as equity instruments at fair value through other comprehensive income and RMB1.43 million were classified as debt instruments at amortised cost in the consolidated statement of financial position. The carrying amounts are approximate to the maximum loss exposure.
During the year, the management fee income earned from the unconsolidated structured entities managed by the Group in which the Group held no interests was RMB4,795.62 million (2024: RMB4,028.66 million).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- DEBT INSTRUMENTS AT AMORTISED COST
| | As at 31.12.2025 RMB'000 | As at 31.12.2024 RMB'000 | | --- | --- | --- | | Non-current | | | | Others | 8,350 | 290,657 | | Less: Allowance for ECLs | 6,919 | 285,566 | | | 1,431 | 5,091 | | Analysed as: | | | | Unlisted | 1,431 | 5,091 | | Current | | | | Entrusted loans | 14,510 | 14,510 | | Debt securities | - | 15,934 | | Others | 222,685 | 186,515 | | Less: Allowance for ECLs | 237,195 | 186,405 | | | - | 30,554 | | Analysed as: | | | | Unlisted | - | 30,554 | | Total | 1,431 | 35,645 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
27. DEBT INSTRUMENTS AT AMORTISED COST (continued)
Movements of allowance for ECLs during the year are as follows:
| As at 31.12.2025 RMB'000 | As at 31.12.2024 RMB'000 | |
|---|---|---|
| At the beginning of the year | 471,971 | 477,224 |
| Charge for the year(i) | 5,134 | 4,650 |
| Reversal | (75,495) | (9,905) |
| Amounts written off as uncollectible | (157,496) | – |
| Effect of foreign currency exchange differences | – | 2 |
| At the end of the year | 244,114 | 471,971 |
(i) Charge for the year comprises the impairment losses from new and existing debt instruments at amortised cost, model/risk parameter adjustments, etc.
Analysis of the stages of allowance for ECLs:
| Stage 1 RMB'000 | Stage 2 RMB'000 | Stage 3 RMB'000 | Total RMB'000 | |
|---|---|---|---|---|
| As at 31 December 2025 | – | – | 244,114 | 244,114 |
| As at 31 December 2024 | – | – | 471,971 | 471,971 |
In the current year, the debt instruments at amortised cost were not transferred among stages.
Debt securities are analysed by external rating as follows:
| As at 31.12.2025 RMB'000 | As at 31.12.2024 RMB'000 | |
|---|---|---|
| External rating grade | – | 15,934 |
| AAA | – | 15,934 |
| Total | – | 15,934 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
28. DEBT INSTRUMENTS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
| | As at 31.12.2025 RMB’000 | As at 31.12.2024 RMB’000 | | --- | --- | --- | | Current | | | | Debt securities | 90,423,733 | 104,334,355 | | Analysed as: | | | | Listed outside Hong Kong^{(i)} | 46,163,802 | 30,401,390 | | Unlisted | 44,259,931 | 73,932,965 | | | 90,423,733 | 104,334,355 |
(i) Securities traded on the Shanghai Stock Exchange and the Shenzhen Stock Exchange are included in the “Listed outside Hong Kong” category.
Movements of allowance for ECLs during the year are as follows:
| | As at 31.12.2025 RMB’000 | As at 31.12.2024 RMB’000 | | --- | --- | --- | | At the beginning of the year | 301,584 | 359,297 | | Charge for the year^{(ii)} | 45,738 | 90,023 | | Reversal | (47,096) | (148,697) | | Effect of foreign currency exchange differences | (1,162) | 961 | | At the end of the year | 299,064 | 301,584 |
(ii) Charge for the year comprises the impairment losses from new and existing debt instruments at fair value through other comprehensive income, model/risk parameter adjustments, etc.
Analysis of the stages of allowance for ECLs:
| | Stage 1 RMB’000 | Stage 2 RMB’000 | Stage 3 RMB’000 | Total RMB’000 | | --- | --- | --- | --- | --- | | As at 31 December 2025 | 28,360 | — | 270,704 | 299,064 | | As at 31 December 2024 | 59,989 | — | 241,595 | 301,584 |
In the current year, the debt instruments at fair value through other comprehensive income were not transferred among stages.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
28. DEBT INSTRUMENTS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME (continued)
Debt securities are analysed by external rating as follows:
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB’000 | RMB’000 | |
| External rating grade | ||
| AAA | 25,802,786 | 41,904,629 |
| AA+ ~ A- | 1,214,972 | 2,796,995 |
| BBB+ ~ B- | – | 30,000 |
| Unrated^{(iii)} | 63,405,975 | 59,602,731 |
| Total | 90,423,733 | 104,334,355 |
(iii) Unrated bonds are mainly local government bonds, policy financial bonds and government bonds.
Fair values of the Group’s debt instruments at fair value through other comprehensive income (“FVTOCI”) are determined in the manner described in note 70.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29. EQUITY INSTRUMENTS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
| | As at 31.12.2025 RMB' 000 | As at 31.12.2024 RMB' 000 | | --- | --- | --- | | Non-current | | | | Equity securities | 15,174,528 | 13,223,124 | | Perpetual bonds | 14,862,176 | 8,306,758 | | Others | 473,177 | 787,893 | | | 30,509,881 | 22,317,775 | | Analysed as: | | | | Listed in Hong Kong | 11,131,067 | 8,825,986 | | Listed outside Hong Kong (i) | 4,440,174 | 5,218,878 | | Unlisted | 14,938,640 | 8,272,911 | | Total | 30,509,881 | 22,317,775 |
(i) Securities traded on the Shanghai Stock Exchange and the Shenzhen Stock Exchange are included in the "Listed outside Hong Kong" category.
As at 31 December 2025, equity instruments at fair value through other comprehensive income ("FVTOCI") included non-traded equity instruments held by the Group. As the equity instruments are not held for trading purposes, the Group has designated these investments as equity instruments at FVTOCI.
During the year ended 31 December 2025, as a result of the Group's disposal of equity instruments at FVTOCI, the cumulative gain of RMB359.44 million was transferred from other comprehensive income to retained profits (2024: Cumulative gain of RMB305.09 million).
As at 31 December 2025, the Group has entered into securities lending arrangements with clients that resulted in the transfer of equity instruments at fair value through other comprehensive income ("FVTOCI") (equity securities) to clients, with a fair value amounted to RMB2.31 million (31 December 2024: nil) to clients. The Group continued to recognize these financial assets.
During the year ended 31 December 2025, the dividend income from equity instruments at fair value through other comprehensive income held by the Group is disclosed in note 8.
Fair values of the Group's equity instruments at FVTOCI are determined in the manner described in note 70.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- ADVANCES TO CUSTOMERS
| | As at 31.12.2025 RMB' 000 | As at 31.12.2024 RMB' 000 | | --- | --- | --- | | Non-Current | | | | Restricted equity incentive financing | – | 20,389 | | Less: Allowance for ECLs | – | 149 | | | – | 20,240 | | Current | | | | Loans to margin clients | 144,142,330 | 109,241,527 | | Restricted equity incentive financing | 204,802 | 80,573 | | Less: Allowance for ECLs | 323,621 | 402,414 | | | 144,023,511 | 108,919,686 | | Total | 144,023,511 | 108,939,926 |
Movements of allowance for ECLs during the year are as follows:
| | As at 31.12.2025 RMB' 000 | As at 31.12.2024 RMB' 000 | | --- | --- | --- | | At the beginning of the year | 402,563 | 402,216 | | Charge for the year(i) | 81,784 | 54,251 | | Reversal | (46,099) | (59,448) | | | (108,295) | – | | Effect of foreign currency exchange differences | (6,332) | 5,544 | | At the end of the year | 323,621 | 402,563 |
(i) Charge for the year comprises the impairment losses from new and existing advances to customers, model/risk parameter adjustments, etc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30. ADVANCES TO CUSTOMERS (continued)
Analysis of the stages of allowance for ECLs:
| | Stage 1 RMB'000 | Stage 2 RMB'000 | Stage 3 RMB'000 | Total RMB'000 | | --- | --- | --- | --- | --- | | As at 31 December 2025 | 164,594 | 5,594 | 153,433 | 323,621 | | As at 31 December 2024 | 127,438 | 6,016 | 269,109 | 402,563 |
In the current year, advances to customers with gross carrying amount of RMB215.70 million was transferred from Stage 1 to Stage 2, with the corresponding impairment allowance of RMB4.42 million at the beginning of the year being transferred. Advances to customers with gross carrying amount of RMB121.59 million was transferred from Stage 2 to Stage 1, with the corresponding impairment allowance of RMB0.64 million at the beginning of the year being transferred. Other transfers among stages were not significant.
The credit facility limits to margin clients and restricted equity incentive financing clients are determined by the discounted market value of the collateral securities accepted by the Group. The Group maintains a list of approved stocks at a specified loan-to-collateral ratio. Any excess in the lending ratio will trigger a margin call where the customers have to make up the difference.
Advances to customers as at 31 December 2025 were secured by the customers' securities and cash collateral, which were pledged to the Group as collateral with an undiscounted market value of approximately RMB393,746.92 million (31 December 2024: RMB298,303.07 million).
As at 31 December 2025 and 2024, the overall advances to customers have been assessed for impairment using a forward-looking approach in accordance with the policies as set out in note 3.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31. ACCOUNTS RECEIVABLE
Accounts receivable from/related to:
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB' 000 | RMB' 000 | |
| Current | ||
| Commission and fee | 1,991,254 | 1,652,476 |
| Brokers | 4,664,465 | 1,442,527 |
| Cash clients | 677,188 | 361,862 |
| Clearing house | 445,720 | 32,144 |
| Deposits for OTC business | 1,537,692 | 4,221,336 |
| Settlement and other receivables | 4,551,168 | 1,172,758 |
| Less: Allowance for ECLs | 273,938 | 278,701 |
| 13,593,549 | 8,604,402 |
The following is an ageing analysis of accounts receivable net of allowance for ECLs:
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB' 000 | RMB' 000 | |
| Current | ||
| Within 1 year | 13,288,770 | 8,421,456 |
| Between 1 and 2 years | 190,897 | 58,166 |
| Between 2 and 3 years | 19,634 | 24,074 |
| More than 3 years | 94,248 | 100,706 |
| 13,593,549 | 8,604,402 |
Movements of allowance for ECLs during the year are as follows:
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB' 000 | RMB' 000 | |
| At the beginning of the year | 278,701 | 289,169 |
| Charge for the year(i) | 17,569 | 52,838 |
| Reversal | (9,312) | (26,937) |
| Amounts written off as uncollectible | (11,409) | (40,337) |
| Effect of foreign currency exchange differences | (1,611) | 3,968 |
| At the end of the year | 273,938 | 278,701 |
(i) Charge for the year comprises the impairment losses from new and existing accounts receivable, model/risk parameter adjustments, etc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
32. OTHER ACCOUNTS RECEIVABLE, OTHER RECEIVABLES AND PREPAYMENTS
| | As at 31.12.2025 RMB * 000 | As at 31.12.2024 RMB * 000 | | --- | --- | --- | | Non-Current | | | | Investment prepayments | 15,000 | 12,000 | | Current | | | | Investment prepayments | 545,521 | 114,641 | | Receivables arising from sale and leaseback arrangements(i) | 41,649 | 41,641 | | Other receivables | 1,068,390 | 696,993 | | Others | 352,099 | 252,083 | | Less: Allowance for impairment | 122,612 | 121,529 | | | 1,885,047 | 983,829 | | Total | 1,900,047 | 995,829 |
Movements of allowance for ECLs/allowance for impairment during the year are as follows:
| | As at 31.12.2025 RMB * 000 | As at 31.12.2024 RMB * 000 | | --- | --- | --- | | At the beginning of the year | 121,529 | 125,261 | | Charge for the yearii | 5,985 | 36,271 | | Reversal | (358) | (31,752) | | Amounts written off as uncollectible | (4,532) | (8,263) | | Effect of foreign currency exchange differences | (12) | 12 | | At the end of the year | 122,612 | 121,529 |
(i) Charge for the year comprises the impairment losses from new and existing other accounts receivable, other receivables and prepayments, model/risk parameter adjustments, etc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
32. OTHER ACCOUNTS RECEIVABLE, OTHER RECEIVABLES AND PREPAYMENTS (continued)
(ii) Minimum lease payments to be received and the corresponding present value are as follows:
| As at 31 December 2025 | As at 31 December 2024 | |||
|---|---|---|---|---|
| Original value RMB* 000 | Present value RMB* 000 | Original value RMB* 000 | Present value RMB* 000 | |
| Minimum lease payments | 41,683 | 41,650 | 41,674 | 41,641 |
| Total | 41,683 | 41,650 | 41,674 | 41,641 |
| Less: Unrealised finance income | 33 | N/A | 33 | N/A |
| Balance of receivables arising from sale and leaseback arrangements | 41,650 | 41,650 | 41,641 | 41,641 |
| Less: Allowance for ECLs | 41,543 | 41,543 | 41,410 | 41,410 |
| Receivables arising from sale and leaseback arrangements, net | 107 | 107 | 231 | 231 |
As at 31 December 2025, the effective interest rates ranged from 8% to 9% (31 December 2024: 8% to 9%) per annum.
Movements of ECLs during the year are as follows:
| As at 31.12.2025 RMB* 000 | As at 31.12.2024 RMB* 000 | |
|---|---|---|
| At the beginning of the year | 41,410 | 40,728 |
| Charge for the year(ii) | 133 | 682 |
| At the end of the year | 41,543 | 41,410 |
(iii) Charge for the year comprises the impairment losses from existing receivables arising from sale and leaseback arrangements, model/risk parameter adjustments, etc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
32. OTHER ACCOUNTS RECEIVABLE, OTHER RECEIVABLES AND PREPAYMENTS (continued)
Analysis of the stages of allowance for ECLs:
| | Stage 1 RMB' 000 | Stage 2 RMB' 000 | Stage 3 RMB' 000 | Total RMB' 000 | | --- | --- | --- | --- | --- | | As at 31 December 2025 | - | - | 41,543 | 41,543 | | As at 31 December 2024 | - | - | 41,410 | 41,410 |
In the current year, the receivables arising from sale and leaseback arrangements were not transferred between stages.
33. FINANCIAL LEASING RECEIVABLES
Analysed as:
Current assets
| As at 31.12.2025 RMB' 000 | As at 31.12.2024 RMB' 000 | | --- | --- | | 14,820 | 14,087 | | 14,820 | 14,087 |
Minimum lease payments to be received and the corresponding present value are as follows:
| As at 31 December 2025 | As at 31 December 2024 | |||
|---|---|---|---|---|
| Original value RMB' 000 | Present value RMB' 000 | Original value RMB' 000 | Present value RMB' 000 | |
| Minimum lease payments | 541,811 | 540,857 | 544,575 | 543,517 |
| Total | 541,811 | 540,857 | 544,575 | 543,517 |
| Less: Unrealised finance income | 954 | N/A | 1,058 | N/A |
| Balance of financial leasing receivables | 540,857 | 540,857 | 543,517 | 543,517 |
| Less: Allowance for ECLs | 526,037 | 526,037 | 529,430 | 529,430 |
| Financial leasing receivables, net | 14,820 | 14,820 | 14,087 | 14,087 |
As at 31 December 2025, the effective interest rate ranged from 7% to 17% (31 December 2024: 7% to 17%) per annum.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
33. FINANCIAL LEASING RECEIVABLES (continued)
Movements of ECLs during the year are as follows:
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB* 000 | RMB* 000 | |
| At the beginning of the year | 529,430 | 557,269 |
| Charge for the year(i) | – | 146 |
| Reversal | (3,393) | (27,985) |
| At the end of the year | 526,037 | 529,430 |
(i) Charge for the year comprises the impairment losses from existing financial leasing receivables, model/risk parameter adjustments, etc.
Analysis of the stages of allowance for ECLs:
| | Stage 1 RMB* 000 | Stage 2 RMB* 000 | Stage 3 RMB* 000 | Total RMB* 000 | | --- | --- | --- | --- | --- | | As at 31 December 2025 | – | – | 526,037 | 526,037 | | As at 31 December 2024 | – | – | 529,430 | 529,430 |
During the current year, the financial leasing receivables were not transferred between stages.
34. AMOUNTS DUE FROM JOINT VENTURES AND ASSOCIATES
As at 31 December 2025, amounts due from joint ventures and associates are unsecured, repayable on demand, and non-interest-bearing. The Group expected that the amounts due from joint ventures and associates can be recovered within one year from the end of the year.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
35. FINANCIAL ASSETS HELD UNDER RESALE AGREEMENTS
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB * 000 | RMB * 000 | |
| Analysed by collateral type: | ||
| Bonds(i) | 20,577,264 | 11,605,744 |
| Stocks(ii) | 7,253,952 | 9,543,113 |
| Less: Allowance for ECLs | 417,113 | 583,613 |
| 27,414,103 | 20,565,244 | |
| Analysed by market: | ||
| Stock exchanges | 6,943,912 | 9,052,231 |
| Over the counter | 14,054,254 | 7,548,956 |
| Interbank bond market | 6,415,937 | 3,964,057 |
| 27,414,103 | 20,565,244 |
(i) The financial assets (pledged by bonds) held under resale agreements are mainly for inter-bank pledged resale agreements and inter-bank outright resale agreements, and the fair value of collateral collected and underlying assets transferred to Group amounted to RMB31,679.18 million as at 31 December 2025 (31 December 2024: RMB20,865.12 million).
(ii) The financial assets (pledged by stocks) held under resale agreements are those resale agreements which qualified investors entered into with the Group with a commitment to purchase the specified securities at a future date with an agreed price. The fair value of the stock collateral amounted to RMB25,183.53 million as at 31 December 2025 (31 December 2024: RMB28,876.79 million).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
35. FINANCIAL ASSETS HELD UNDER RESALE AGREEMENTS (continued)
Movements of allowance for ECLs during the year are as follows:
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB’000 | RMB’000 | |
| At the beginning of the year | 583,613 | 576,813 |
| Charge for the year^{(ii)} | 48,092 | 134,906 |
| Reversal | (126,141) | (128,106) |
| Amounts written off as uncollectible | (88,451) | – |
| At the end of the year | 417,113 | 583,613 |
(iii) Charge for the year comprises the impairment losses from new and existing financial assets held under resale agreements, model/risk parameter adjustments, etc.
Analysis of the stages of allowance for ECLs:
| | Stage 1 RMB’000 | Stage 2 RMB’000 | Stage 3 RMB’000 | Total RMB’000 | | --- | --- | --- | --- | --- | | As at 31 December 2025 | 91,043 | 370 | 325,700 | 417,113 | | As at 31 December 2024 | 131,832 | 8,173 | 443,608 | 583,613 |
In the current year, the carrying value at original cost transferred from Stage 1 to Stage 2 is RMB50.07 million, with the corresponding impairment provision of RMB0.37 million at the beginning of the year being transferred. There are no other stage transfers.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
| | As at 31.12.2025 RMB * 000 | As at 31.12.2024 RMB * 000 | | --- | --- | --- | | Non-current | | | | At fair value through profit or loss(1): | | | | Equity securities | 8,830,834 | 8,491,893 | | Mutual funds | 396,172 | – | | Asset management schemes launched by securities companies(2),(3) | 57,176 | 67,689 | | Other investments(4) | 195,055 | 284,965 | | | 9,479,237 | 8,844,547 | | Analysed as: | | | | Listed outside Hong Kong(5) | 151,487 | – | | Unlisted(6) | 9,327,750 | 8,844,547 | | | 9,479,237 | 8,844,547 | | Current | | | | At fair value through profit or loss(1): | | | | Debt securities | 185,932,711 | 110,399,056 | | Equity securities | 54,105,418 | 30,024,550 | | Mutual funds | 52,922,596 | 56,774,373 | | Asset management schemes launched by securities companies(2),(3) | 992,167 | 1,592,483 | | Wealth management products launched by banks(4) | 14,703,522 | 6,797,337 | | Other investments(4) | 44,261,780 | 28,389,051 | | | 352,918,194 | 233,976,850 | | Analysed as: | | | | Listed in Hong Kong | 8,647,768 | 5,396,213 | | Listed outside Hong Kong(5) | 91,651,758 | 54,560,484 | | Unlisted(6) | 252,618,668 | 174,020,153 | | | 352,918,194 | 233,976,850 | | Total | 362,397,431 | 242,821,397 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
36. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (continued)
(i) During the year, the Group classified the following financial assets at fair value through profit or loss: debt instruments that do not qualify for measurement at either amortised cost or FVTOCI; equity instruments that are held for trading, and equity instruments for which the Group has not elected to recognise fair value gains and losses through other comprehensive income.
(ii) The Group has committed to hold some of its investments in asset management schemes managed by the Group for specified periods due to contractual or regulatory requirements, the amount of which was RMB12.79 million as at 31 December 2025 (31 December 2024: RMB26.40 million).
(iii) These investments include asset management schemes and other products launched and managed by the Group and other financial institutions. The Group’s interests in these asset management schemes managed by the Group are not individually significant.
(iv) Securities and funds traded on the Shanghai Stock Exchange and the Shenzhen Stock Exchange are included in the “Listed outside Hong Kong” category.
(v) Unlisted securities mainly comprise unlisted funds, debt securities traded on the Interbank Bond Market, unlisted equity instruments, convertible debt instruments, convertible preference shares and asset management schemes and other products launched by financial institutions.
As at 31 December 2025, the equity securities of the Group included restricted shares of approximately RMB7,034.70 million (31 December 2024: RMB316.42 million). The restricted shares are listed with a legally enforceable restriction on these securities that prevents the Group to dispose of them within the specified period.
As at 31 December 2025, the Group has entered into securities lending arrangements with clients that resulted in the transfer of financial assets at fair value through profit or loss (“FVTPL”) (including equity securities and exchange traded funds) to clients, with a fair value amounted to RMB643.14 million (31 December 2024: RMB257.13 million) to clients. The Group continued to recognize these financial assets.
Fair value of the Group’s financial assets at fair value through profit or loss is determined in the manner described in note 70.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
37. DERIVATIVE FINANCIAL INSTRUMENTS
| As at 31.12.2025 | |||
|---|---|---|---|
| Notional amounts | Fair value | ||
| RMB* 000 | Assets RMB* 000 | Liabilities RMB* 000 | |
| Non-hedging instruments | |||
| - Interest rate derivatives | 1,428,195,323 | 21,702 | 61,215 |
| - Currency derivatives | 52,588,708 | 160,655 | 407,146 |
| - Equity derivatives | 211,612,242 | 5,221,396 | 14,706,716 |
| - Credit derivatives | 354,067 | 134 | 23,019 |
| - Others | 117,720,439 | 327,284 | 798,470 |
| Hedging instruments(1) | |||
| - Others | - | - | - |
| Total | 1,810,470,779 | 5,731,171 | 15,996,566 |
| As at 31.12.2024 | |||
| Notional amounts | Fair value | ||
| RMB* 000 | Assets RMB* 000 | Liabilities RMB* 000 | |
| Non-hedging instruments | |||
| - Interest rate derivatives | 1,651,180,045 | 13,421 | 26,008 |
| - Currency derivatives | 19,187,202 | 197,900 | 202,158 |
| - Equity derivatives | 178,119,346 | 3,428,296 | 5,058,574 |
| - Credit derivatives | 1,150,000 | 881 | 2,859 |
| - Others | 60,538,644 | 238,949 | 1,468,155 |
| Hedging instruments(1) | |||
| - Others | 107,440 | - | - |
| Total | 1,910,282,677 | 3,879,447 | 6,757,754 |
Certain derivative financial instruments of the Group are subject to the daily mark-to-market and settlement arrangements. Derivative financial assets or liabilities arising from such contracts are offset and presented net with corresponding suspense receipts and payments (position gains or losses from settlement), and the corresponding position gains or losses are included in clearing settlement funds.
As at 31 December 2025, the gross amounts of derivative financial liabilities and the corresponding suspense payments before offsetting were both RMB439.68 million (31 December 2024: both RMB199.20 million).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
37. DERIVATIVE FINANCIAL INSTRUMENTS (continued)
(i) Hedging instruments
(a) Fair value hedges
Fair value hedges are used by the Group to protect against changes in the fair value of spot commodities due to fluctuations in market prices. Commodity futures are used to hedge the price risk of certain spot commodities.
The Group’s net gains/(losses) on fair value hedges are as follows:
| | 2025 RMB* 000 | 2024 RMB* 000 | | --- | --- | --- | | Net gains/(losses) | | | | - Hedging instruments | 140 | 5,809 | | - Hedged item | (77) | (1,599) |
The gain arising from the ineffective portion of hedging recognised in net investment gains were RMB0.06 million in 2025 (2024: RMB4.21 million).
The analysis on the notional amounts of the items designated as hedging instruments in fair value hedges by tenure is presented as follows:
| | Less than 6 months RMB* 000 | 6 months to 1 year RMB* 000 | More than 1 year RMB* 000 | Total RMB* 000 | | --- | --- | --- | --- | --- | | As at 31.12.2025 | - | - | - | - | | As at 31.12.2024 | 107,440 | - | - | 107,440 |
As at 31 December 2025, the Group had no hedging instruments in fair value hedges.
The following table sets out the details of the hedged items covered by the Group’s fair value hedging strategies:
| | Carrying amount of hedged items | | As at 31.12.2024 Accumulated amount of fair value adjustments on the hedged items | | Line item in the statement of financial position | | --- | --- | --- | --- | --- | --- | | | Assets RMB* 000 | Liabilities RMB* 000 | Assets RMB* 000 | Liabilities RMB* 000 | | | Spot commodities | 107,400 | - | (4,993) | - | Other accounts receivable, other receivables and prepayments |
As at 31 December 2025, the Group had no hedged items in fair value hedges.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
38. DEPOSITS WITH EXCHANGES AND NON-BANK FINANCIAL INSTITUTIONS
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB * 000 | RMB * 000 | |
| Trading deposits | 31,732,108 | 21,710,233 |
| Credit deposits | 116,070 | 77,188 |
| Performance deposits | 1,732,516 | 894,568 |
| Total | 33,580,694 | 22,681,989 |
39. CLEARING SETTLEMENT FUNDS
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB * 000 | RMB * 000 | |
| Clearing settlement funds held with clearing houses for: | ||
| House accounts | 10,757,856 | 9,603,467 |
| Clients | 39,112,426 | 25,584,775 |
| 49,870,282 | 35,188,242 |
These clearing settlement funds are held by the clearing houses for the Group and these balances bear interest at prevailing market interest rates.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
40. BANK BALANCES
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB' 000 | RMB' 000 | |
| Bank balances: | ||
| House accounts | 25,467,607 | 30,027,200 |
| Cash held on behalf of customers(i) | 170,267,528 | 139,368,429 |
| 195,735,135 | 169,395,629 |
Bank balances comprise term and demand deposits at banks which bear interest at the prevailing market rates.
As at 31 December 2025, the Group’s bank balances with restricted rights of use are detailed in Note 43.
(i) The Group maintains accounts with banks to hold customers’ deposits arising from normal business transactions. The Group had recognised the corresponding amount in accounts payable to brokerage clients (note 48).
41. CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise the following:
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB' 000 | RMB' 000 | |
| Bank balances – house accounts | 16,672,274 | 22,638,911 |
| Clearing settlement funds – house accounts | 10,756,705 | 9,599,282 |
| 27,428,979 | 32,238,193 |
42. DEFERRED TAX
For presentation purposes, certain deferred tax assets and deferred tax liabilities have been offset. The following is an analysis of the deferred tax balances for financial reporting purposes:
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB' 000 | RMB' 000 | |
| Deferred tax assets | 2,370,739 | 1,855,661 |
| Deferred tax liabilities | (402,674) | (149,424) |
| 1,968,065 | 1,706,237 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
42. DEFERRED TAX (continued)
The following are the major deferred tax assets/(liabilities) recognised and movements thereon during the current and prior years:
| Financial instruments at fair value through profit or loss/ derivatives RMB*000 | Financial instruments at fair value through other comprehensive income RMB*000 | Accrued staff costs RMB*000 | Allowance for impairment losses RMB*000 | Property and equipment RMB*000 | Others RMB*000 | Total RMB*000 | |
|---|---|---|---|---|---|---|---|
| At 1 January 2024 | 205,376 | (193,028) | 1,514,453 | 529,013 | (13,230) | 70,866 | 2,113,450 |
| Charge/(credit) to profit or loss (Note 17) | (93,750) | (14,943) | 154,869 | (9,467) | 984 | 232,416 | 270,109 |
| Charge/(credit) to other comprehensive income | (5,135) | (776,014) | - | 5 | - | 3,623 | (777,521) |
| Other additions | - | 100,199 | - | - | - | - | 100,199 |
| At 31 December 2024 | 106,491 | (883,786) | 1,669,322 | 519,551 | (12,246) | 306,905 | 1,706,237 |
| Charge/(credit) to profit or loss (Note 17) | (1,068,504) | (1,216) | 172,384 | (27,671) | 984 | 1,006,965 | 82,942 |
| Charge/(credit) to other comprehensive income | 22,682 | 55,211 | (42) | (9) | - | (18,769) | 59,073 |
| Other additions | - | 119,813 | - | - | - | - | 119,813 |
| At 31 December 2025 | (939,331) | (709,978) | 1,841,664 | 491,871 | (11,262) | 1,295,101 | 1,968,065 |
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes, if any, and the taxes are to be levied by the same tax authority, and of the same taxable entity.
As at 31 December 2025, the Group has unused tax losses of approximately RMB4,148.69 million (31 December 2024: RMB4,459.85 million) available for offset against future profits. No deferred tax asset has been recognised in respect of estimated tax losses due to the unpredictability of future profit streams.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
43. RESTRICTED ASSET RIGHTS
| | As at 31.12.2025 RMB’000 | Reason of restrictions | | --- | --- | --- | | Bank balances | 7,617,601 | Risk reserves, etc | | Financial assets at fair value through profit or loss | 136,637,293 | Security for repurchase, margin financing and securities lending, bond lending, due to banks and other financial institutions and deposits for futures business | | Equity instruments at fair value through other comprehensive income | 14,750,739 | Security for repurchase, margin financing and securities lending, bond lending and deposits for refinancing business | | Debt instruments at fair value through other comprehensive income | 78,000,745 | Security for repurchase, bond lending, due to banks and other financial institutions and deposits for futures business | | Others | 389,464 | Frozen for litigation and deposits for futures business | | Total | 237,395,842 | |
44. BORROWINGS
| | As at 31.12.2025 RMB’000 | As at 31.12.2024 RMB’000 | | --- | --- | --- | | Secured short-term loans | 226,108 | – | | Unsecured short-term loans^{(i)} | 10,730,547 | 4,324,296 | | Total | 10,956,655 | 4,324,296 |
(i) As at 31 December 2025, the Group’s unsecured short-term bank loans bear interest rates ranging from 1.60% to 5.63% (31 December 2024: 3.00% to 5.96%) per annum.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
45. SHORT-TERM FINANCING PAYABLES
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB' 000 | RMB' 000 | |
| Corporate bonds (Note 1) | 36,414,947 | 41,189,718 |
| Structured notes (Note 2) | 45,310,003 | 30,793,801 |
| Total | 81,724,950 | 71,983,519 |
Note 1: Corporate bonds
The details of corporate bonds as at 31 December 2025 are as follows:
| Name | Par value RMB' 000 | Value date | Maturity date | Coupon rate | | --- | --- | --- | --- | --- | | 25GFD7 | 5,000,000 | 2025/06/12 | 2026/01/09 | 1.64% | | 25GFD8 | 3,000,000 | 2025/07/11 | 2026/02/05 | 1.58% | | 25GFD9 | 5,000,000 | 2025/08/05 | 2026/02/13 | 1.61% | | 25GFD10 | 5,000,000 | 2025/08/29 | 2026/08/24 | 1.73% | | 25GFD11 | 4,280,000 | 2025/09/25 | 2026/05/22 | 1.78% | | 25GFD12 | 3,600,000 | 2025/09/25 | 2026/09/23 | 1.79% | | 25GFD13 | 3,000,000 | 2025/10/14 | 2026/10/14 | 1.71% | | 25GFD14 | 3,350,000 | 2025/10/27 | 2026/10/22 | 1.77% | | 25GFD15 | 4,000,000 | 2025/12/22 | 2026/12/22 | 1.75% |
Note 2: Structured notes
The amount represents principals received from investors for subscription of structured notes issued by the Group and accrued interest. As at 31 December 2025, the undue structured notes bear interest at fixed rates ranging from 1.45% to 4.69% per annum (31 December 2024: 1.60% to 6.10%) or variable rates linked to certain underlying assets. The structured notes with variable rates contain non-closely related embedded derivatives linked to the fluctuation of underlying assets. Those embedded derivatives are presented as derivative financial instruments separately.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
46. FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
| | As at 31.12.2025 RMB’000 | As at 31.12.2024 RMB’000 | | --- | --- | --- | | Non-current | | | | Financial liabilities designated at fair value through profit or loss: | | | | Structured notes | 379,165 | 462,946 | | Others | 503,936 | 81,469 | | | 883,101 | 544,415 | | Current | | | | Financial liabilities at fair value through profit or loss: | | | | Bonds | 45,177,853 | 4,046,908 | | Stocks | 815,505 | 472,857 | | Others | 90,777 | 550 | | Financial liabilities designated at fair value through profit or loss: | | | | Structured notes | 2,990,168 | 3,140,801 | | | 49,074,303 | 7,661,116 | | Total | 49,957,404 | 8,205,531 |
As at 31 December 2025, the fair value of the Group’s financial liabilities designated at fair value through profit or loss had no significant change related to the changes in the credit risk of the Group.
Fair values of the Group’s financial liabilities at fair value through profit or loss are determined in the manner described in note 70.
47. DUE TO BANKS AND OTHER FINANCIAL INSTITUTIONS
| | As at 31.12.2025 RMB’000 | As at 31.12.2024 RMB’000 | | --- | --- | --- | | Due to banks and other financial institutions | 23,383,413 | 14,605,858 |
As at 31 December 2025, the effective interest rates on amounts due to banks ranged from 1.20% to 3.80% (31 December 2024: 1.00% to 2.12%) per annum.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
48. ACCOUNTS PAYABLE TO BROKERAGE CLIENTS
The majority of the accounts payable to brokerage clients are repayable on demand except where certain balances represent margin deposits and cash collateral received from clients for their trading activities under the normal course of business. Only the excessive amounts over the required margin deposits and cash collateral stipulated are repayable on demand.
The directors of the Company are of the opinion that the ageing analysis does not give additional value in view of the nature of these businesses. As a result, no ageing analysis is disclosed.
Accounts payable to brokerage clients mainly include money held on behalf of clients at banks and at clearing houses by the Group respectively, and are bear interest at the prevailing market interest rate.
As at 31 December 2025, accounts payable to brokerage clients of approximately RMB16,072.94 million (31 December 2024: RMB13,408.16 million) were related to cash collateral received from clients for margin financing and securities lending arrangements.
49. ACCRUED STAFF COSTS
| | As at 31.12.2025 RMB' 000 | As at 31.12.2024 RMB' 000 | | --- | --- | --- | | Non-current | | | | Other long-term benefits | 6,318,581 | 5,809,278 | | Current | | | | Salaries, bonuses and allowances | 5,202,068 | 4,265,359 | | Defined contribution plans(i) | 244,094 | 210,942 | | Short-term social welfare | 296 | 301 | | Others | 130,127 | 119,912 | | | 5,576,585 | 4,596,514 | | Total | 11,895,166 | 10,405,792 |
(i) The defined contribution plans refer to the social pension insurance plan and the unemployment insurance plan required by the government, and the annuity schemes launched by the Group. The Group participates in the social pension insurance plan and unemployment insurance plan pursuant to pertinent regulations and contributes to the funds set up by the Government on a monthly basis. Besides, the Group sets up the annuity schemes and Mandatory Provident Fund Scheme for qualified employees in the Chinese mainland and Hong Kong and contributes to the schemes which are managed by third parties on an annual basis or on a monthly basis. Except for the amounts contributed, the Group will assume no further payment obligations. The amounts accrued have been paid in subsequent periods.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
50. OTHER ACCOUNTS PAYABLE, OTHER PAYABLES AND ACCRUALS
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB’000 | RMB’000 | |
| Current | ||
| Business margin payable to clients | 43,278,269 | 29,031,838 |
| Payables for open-ended fund clearing and other clearing | 4,865,100 | 1,571,766 |
| Interest payables for the perpetual subordinated bonds | 865,690 | 905,190 |
| Commission payable and related accrued expenses for the sale of products | 781,260 | 939,980 |
| Accrued expenses | 660,052 | 454,846 |
| Other taxes | 563,354 | 516,377 |
| Futures risk reserve | 268,510 | 241,020 |
| Fund risk reserve | 211,365 | 136,030 |
| Payable for property and equipment purchases | 62,837 | 75,597 |
| Payables for securities investor protection fund and futures investor protection fund | 61,741 | 49,527 |
| Interest payable | 17,614 | 33,390 |
| Others(i) | 2,171,061 | 2,719,862 |
| Total | 53,806,853 | 36,675,423 |
(i) Others represent primarily other accounts payable and accrued operating expenses which are non-interest-bearing and are repayable within one year.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
51. PROVISIONS
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB * 000 | RMB * 000 | |
| At the beginning of the year | 33,519 | 446,850 |
| Addition | 764,350 | 753 |
| Reduction | – | 414,084 |
| At the end of the year (Note) | 797,869 | 33,519 |
Note: The Group has assessed provisions arising from legal litigations regularly. Based on advice of internal and external counsel, coupled with management’s reassessment of the financial implications of these matters, the carrying amounts of related provisions were adjusted during the reporting period.
52. OTHER LIABILITIES
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB * 000 | RMB * 000 | |
| Non-current | ||
| Third-party interests in consolidated structured entities | 781,560 | 590,355 |
| Current | ||
| Third-party interests in consolidated structured entities | 1,889,023 | 571,210 |
| Total | 2,670,583 | 1,161,565 |
Third-party interests in consolidated structured entities consist of third-party unit holders' interests in these consolidated structured entities which are reflected as liabilities since there is a contractual obligation for the Group to repurchase or redeem the unit for cash.
The realisation of third-party interests in consolidated structured entities cannot be predicted with accuracy since these interests are subject to market risk and the actions of third-party investors.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
53. FINANCIAL ASSETS SOLD UNDER REPURCHASE AGREEMENTS
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB' 000 | RMB' 000 | |
| Current | ||
| Analysed by collateral type: | ||
| Bonds(i) | 186,306,176 | 156,930,833 |
| Gold(ii) | - | 4,531,837 |
| Others | 7,272,826 | 9,851,282 |
| 193,579,002 | 171,313,952 | |
| Analysed by market: | ||
| Stock exchanges | 75,593,537 | 33,314,729 |
| Interbank bond market | 93,417,257 | 117,582,975 |
| Shanghai gold exchange | - | 4,582,775 |
| Over the counter | 24,568,208 | 15,833,473 |
| 193,579,002 | 171,313,952 | |
| Total | 193,579,002 | 171,313,952 |
(i) As at 31 December 2025, included in the balance was an amount of RMB37,928.27 million (31 December 2024: RMB10,066.95 million), which was secured by the bonds borrowed, which were not recognised in the consolidated financial statements as the Group was not subject to any risk or return of the bonds, and the fair value of such bonds was RMB41,814.03 million (31 December 2024: RMB11,320.93 million). (ii) As at 31 December 2025, the fair value of gold transferred, which was from leasing and was not recognised in the consolidated financial statements, was nil (31 December 2024: RMB5,262.69 million).
Repurchase agreements are transactions in which the Group sells a security and simultaneously agrees to repurchase it (or an asset that is substantially the same) at the agreed date and price. The repurchase prices are fixed and the Group is still exposed to substantially all the credit risks, market risks and rewards of those securities sold. These securities are not derecognised from the consolidated financial statements but regarded as "collateral" for the liabilities because the Group retains substantially all the risks and rewards of these securities, and the carrying amount of assets transferred is disclosed in note 62.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
54. BONDS PAYABLE
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB' 000 | RMB' 000 | |
| Non-current | ||
| Corporate bonds (Note 1) | 66,222,456 | 65,283,986 |
| Subordinated bonds (Note 1) | 17,087,669 | 4,996,851 |
| Structured notes (Note 2) | 5,538,347 | 321,351 |
| 88,848,472 | 70,602,188 | |
| Current | ||
| Corporate bonds (Note 1) | 32,237,519 | 20,349,834 |
| Subordinated bonds (Note 1) | 4,747,320 | 7,703,313 |
| Structured notes (Note 2) | 12,678,029 | 4,635,642 |
| 49,662,868 | 32,688,789 | |
| Total | 138,511,340 | 103,290,977 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- BONDS PAYABLE (continued)
Note 1: Details of the bonds as of 31 December 2025 are as follows:
| Name | Par value RMB*000 | Value date | Maturity date | Coupon rate | | --- | --- | --- | --- | --- | | Corporate bonds | | | | | | 21GF04 | 1,000,000 | 2021/06/08 | 2026/06/08 | 3.68% | | 21GF06 | 4,500,000 | 2021/07/23 | 2026/07/23 | 3.45% | | 21GF07 | 1,500,000 | 2021/07/23 | 2031/07/23 | 3.77% | | 21GF11 | 2,000,000 | 2021/09/16 | 2026/09/16 | 3.50% | | 21GF12 | 2,000,000 | 2021/09/16 | 2031/09/16 | 3.90% | | 21GF20 | 3,500,000 | 2021/11/17 | 2026/11/17 | 3.50% | | 21GF21 | 1,000,000 | 2021/11/17 | 2031/11/17 | 3.85% | | 22GF02 | 2,000,000 | 2022/07/15 | 2027/07/15 | 3.24% | | 22GF03 | 600,000 | 2022/07/15 | 2032/07/15 | 3.70% | | 22GF05 | 3,000,000 | 2022/08/04 | 2027/08/04 | 3.03% | | 22GF06 | 1,500,000 | 2022/08/04 | 2032/08/04 | 3.59% | | 22GF08 | 2,500,000 | 2022/08/16 | 2027/08/16 | 3.12% | | 22GF09 | 1,200,000 | 2022/08/16 | 2032/08/16 | 3.60% | | 22GF12 | 500,000 | 2022/09/19 | 2027/09/19 | 2.95% | | 23GF03 | 2,000,000 | 2023/03/13 | 2026/03/13 | 3.30% | | 23GF04 | 3,500,000 | 2023/04/24 | 2026/04/24 | 3.06% | | 23GF05 | 1,000,000 | 2023/04/24 | 2028/04/24 | 3.21% | | 23GF06 | 1,500,000 | 2023/07/17 | 2026/07/17 | 2.75% | | 23GF09 | 2,100,000 | 2023/10/24 | 2026/10/24 | 3.00% | | 24GF01 | 2,600,000 | 2024/01/19 | 2027/01/19 | 2.75% | | 24GF02 | 2,000,000 | 2024/01/19 | 2029/01/19 | 2.93% | | 24GF03 | 1,400,000 | 2024/01/19 | 2034/01/19 | 3.07% | | 24GF04 | 1,700,000 | 2024/02/26 | 2027/02/26 | 2.56% | | 24GF05 | 1,300,000 | 2024/02/26 | 2029/02/26 | 2.70% | | 24GF06 | 2,900,000 | 2024/04/23 | 2027/04/23 | 2.30% | | 24GF08 | 2,400,000 | 2024/11/08 | 2026/11/08 | 2.14% | | 24GF09 | 1,200,000 | 2024/11/08 | 2027/11/08 | 2.20% | | 24GF11 | 800,000 | 2024/11/18 | 2026/04/10 | 2.09% | | 24GF12 | 2,800,000 | 2024/11/26 | 2026/11/26 | 2.07% | | 24GF13 | 2,200,000 | 2024/11/26 | 2027/11/26 | 2.14% | | 24GF14 | 5,000,000 | 2024/12/24 | 2026/06/28 | 1.80% | | 25GF01 | 1,600,000 | 2025/01/21 | 2028/01/21 | 1.83% | | 25GF02 | 1,500,000 | 2025/01/21 | 2030/01/21 | 1.90% | | 25GF03 | 3,300,000 | 2025/02/27 | 2028/02/27 | 2.10% | | 25GF05 | 4,700,000 | 2025/08/07 | 2028/08/07 | 1.80% | | 25GF06 | 1,100,000 | 2025/08/07 | 2030/08/07 | 1.88% | | 25GF07 | 4,220,000 | 2025/09/19 | 2027/09/19 | 1.93% | | 25GF08 | 510,000 | 2025/09/19 | 2028/09/19 | 1.95% | | 25GF09 | 5,000,000 | 2025/10/15 | 2027/10/15 | 1.99% | | 25GF11 | 3,310,000 | 2025/11/10 | 2027/11/10 | 1.84% | | 25GF12 | 1,160,000 | 2025/11/10 | 2030/11/10 | 2.03% | | 25GF13 | 2,200,000 | 2025/12/30 | 2027/05/26 | 1.85% | | GF FH B2709 | USD 300,000 | 2024/09/12 | 2027/09/12 | SOFR+0.67% | | GF FH B2803 | USD 380,000 | 2025/03/13 | 2028/03/13 | SOFR+0.62% | | GF FH B2803-R | RMB 800,000 | 2025/03/13 | 2028/03/13 | 2.58% | | Subordinated bonds | | | | | | 22GFC2 | 500,000 | 2022/10/17 | 2027/10/17 | 3.20% | | 22GFC4 | 500,000 | 2022/11/14 | 2027/11/14 | 3.20% | | 23GFC1 | 1,000,000 | 2023/08/25 | 2026/08/25 | 2.95% | | 24GFC1 | 3,000,000 | 2024/01/12 | 2027/01/12 | 2.90% | | 25GFC1 | 3,500,000 | 2025/03/19 | 2026/04/17 | 2.10% | | 25GFC3 | 2,000,000 | 2025/05/22 | 2028/05/22 | 1.95% | | 25GFKC1 | 1,000,000 | 2025/05/29 | 2028/05/29 | 1.75% | | 25GFC5 | 4,160,000 | 2025/07/18 | 2028/07/18 | 1.85% | | 25GFC6 | 3,000,000 | 2025/10/17 | 2028/10/17 | 2.20% | | 25GFC7 | 2,950,000 | 2025/11/19 | 2028/11/19 | 2.00% |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
54. BONDS PAYABLE (continued)
Note 2: Structured notes
The amount represents principals received from investors for subscription of structured notes issued by the Group and accrued interest. As at 31 December 2025, the undue structured notes bear interest at fixed rates ranging from 1.65% to 2.92% per annum (31 December 2024:1.95% to 3.40%) or variable rates linked to underlying assets. The structured notes with variable rates contain non-closely related embedded derivatives linked to the fluctuation of underlying assets. Those embedded derivatives are presented as derivative financial instruments separately.
55. SHARE CAPITAL
All shares issued by the Company are fully paid common shares. The par value per share is RMB1. The Company's number of shares issued and their nominal value are as follows:
| As at 31.12.2025 | As at 31.12.2024 | |
|---|---|---|
| Number of registered, issued and fully paid ordinary shares of RMB1 each (in thousands): | ||
| Domestic shares | 5,904,049 | 5,919,291 |
| H shares | 1,701,797 | 1,701,797 |
| 7,605,846 | 7,621,088 | |
| Share capital (in RMB' 000) | ||
| Domestic shares | 5,904,049 | 5,919,291 |
| H shares | 1,701,797 | 1,701,797 |
| Total | 7,605,846 | 7,621,088 |
56. OTHER EQUITY INSTRUMENTS
Perpetual subordinated bonds
| As at 31.12.2025 | As at 31.12.2024 |
|---|---|
| RMB' 000 | RMB' 000 |
| 26,600,000 | 26,600,000 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
56. OTHER EQUITY INSTRUMENTS (continued)
The details of perpetual subordinated bonds as at 31 December 2025 are as follows:
| Issue date | Name | Par value RMB’ 000 | Coupon rate | | --- | --- | --- | --- | | 2021/09 | 21 GF Y1 | 1,000,000 | 3.95% | | 2022/06 | 22 GF Y1 | 2,700,000 | 3.75% | | 2022/07 | 22 GF Y2 | 5,000,000 | 3.53% | | 2022/08 | 22 GF Y3 | 2,300,000 | 3.48% | | 2023/03 | 23 GF Y1 | 500,000 | 4.20% | | 2023/04 | 23 GF Y2 | 3,000,000 | 4.10% | | 2023/05 | 23 GF Y3 | 5,000,000 | 3.78% | | 2023/06 | 23 GF Y4 | 3,000,000 | 3.73% | | 2024/01 | 24 GF Y1 | 2,000,000 | 3.15% | | 2024/11 | 24 GF Y2 | 2,100,000 | 2.50% |
The Company has options to redeem the bonds at principal amounts plus any accrued interest (all deferred interest payments and accreted interest thereon included) on the fifth interest payment date or any interest payment date afterwards. The coupon rates for the perpetual subordinated bonds are fixed in the first 5 years. If the Company does not use the right of redemption, the coupon rates will be repriced every 5 years from the 6th year. The perpetual bonds “21 GF Y1”, “22 GF Y1”, “22 GF Y2”, “22 GF Y3”, “23 GF Y1”, “23 GF Y2”, “23 GF Y3”, “23 GF Y4”, and “24 GF Y1” shall reset their coupon rates based on the current benchmark rate plus the initial spread plus 300 basis points; and the perpetual bond “24 GF Y2” shall reset its coupon rate based on the current benchmark rate plus the initial spread plus 200 basis points. The current basis rate is defined as the average yields of 5 years treasury bonds from the interbank fixed rate bond yield curve published on the China Bond website 5 working days before the interest repricing date.
The issuer has the right to defer interest payments, unless “mandatory interest payments events” have been triggered, so that at each interest payment date, the issuer may choose to defer the current interest payment, as well as any previously deferred interest payments and accreted interest thereon, to the next payment date, without being subject to any limitation with respect to the number of deferrals. Mandatory interest payment events are limited to dividend distributions to ordinary equity holders and reductions of registered capital 12 months before the interest payment date. When the mandatory interest payment events occur, the Company cannot defer the current interest as well as any previously deferred interest and accreted interest thereon.
The perpetual subordinated bonds issued by the Company are classified as equity instruments and presented under equity in the consolidated statement of financial position of the Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
57. TREASURY SHARES
| As at | As at | |||
|---|---|---|---|---|
| 31.12.2024 | Increase | Decrease | 31.12.2025 | |
| RMB* 000 | RMB* 000 | RMB* 000 | RMB* 000 | |
| Treasury shares | 233,609 | - | 233,609 | - |
On 30 March 2022, the 23rd meeting of the 10th session of the Board of Directors of the Company approved the Resolution on the Company’s Proposed Repurchase of A Shares by Way of Centralised Price Bidding. A total of 15,242,153 A shares had been repurchased from the Shenzhen Stock Exchange by centralised price bidding. The total repurchasing cost was RMB233.61 million (transaction expenses included). The repurchased shares were cancelled on 25 February 2025.
58. INVESTMENT REVALUATION RESERVE
The movements of the investment revaluation reserve of the Group are set out below:
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB* 000 | RMB* 000 | |
| At the beginning of the year | 2,870,647 | 840,235 |
| Equity instruments at fair value through other comprehensive income | ||
| Net fair value changes during the year | 830,601 | 2,071,848 |
| Income tax impact | (208,078) | (516,652) |
| Debt instruments at fair value through other comprehensive income | ||
| Net fair value changes during the year | (718,712) | 1,950,701 |
| Reclassification to profit or loss | (327,003) | (851,985) |
| Changes in allowance for expected credit losses | (1,358) | (58,674) |
| Income tax impact | 263,282 | (259,454) |
| Share of fair value losses on financial assets of associates | (220) | (287) |
| Other comprehensive income reclassified to retained profits | (359,439) | (305,085) |
| At the end of the year | 2,349,720 | 2,870,647 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- GENERAL RESERVES
General reserves comprise the statutory reserve, discretionary reserve, reserve for general risk and transaction risk reserve.
Pursuant to the Company Law of the PRC, in accordance with the Company's articles of association, 10% of the net profit of the Company, determined in accordance with the relevant accounting rules and financial regulations applicable to enterprises in the PRC ("PRC GAAP"), is required to be transferred to the statutory reserve until such time when this reserve reaches 50% of the share capital of the Company. The reserve appropriated can be used for expansion of business scale and capitalisation. If the statutory reserve is capitalised into share capital, the remaining reserve is required to be no less than 25% of the Company's registered capital before capitalisation.
The Company may also make appropriations from its net profit to the discretionary reserve provided the appropriation is approved by a resolution of the shareholders.
In accordance with the Financial Rules for Financial Enterprises, the Company is required to appropriate 10% of net profit before distribution, determined in accordance with PRC GAAP, to the reserve for general risk; and in accordance with Interim Measures for the Supervision and Administration of Risk Reserve of the Public Offering of Securities Investment Fund, the Company, as a custodian of securities investment fund, is required to appropriate no less than 2.5% of fund custodian revenue as reserve for general risk.
Pursuant to the Securities Law of the PRC, the Company is required to appropriate 10% of the net profit before distribution, determined in accordance with PRC GAAP, to the transaction risk reserve.
The Company's PRC subsidiaries are also subject to the statutory requirements to appropriate their earnings to the statutory reserve, the reserve for general risk and the transaction risk reserve.
The movements of general reserves of the Group are set out below:
As at 31 December 2025
| Opening RMB' 000 | Addition RMB' 000 | Closing RMB' 000 | |
|---|---|---|---|
| Statutory reserve | 10,211,579 | 1,133,678 | 11,345,257 |
| Discretionary reserve | 169,428 | – | 169,428 |
| Reserve for general risk | 14,919,220 | 1,615,924 | 16,535,144 |
| Transaction risk reserve | 11,078,326 | 1,148,341 | 12,226,667 |
| 36,378,553 | 3,897,943 | 40,276,496 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
59. GENERAL RESERVES (continued)
As at 31 December 2024
| Opening RMB* 000 | Addition RMB* 000 | Closing RMB* 000 | |
|---|---|---|---|
| Statutory reserve | 9,261,834 | 949,745 | 10,211,579 |
| Discretionary reserve | 169,428 | – | 169,428 |
| Reserve for general risk | 13,517,944 | 1,401,276 | 14,919,220 |
| Transaction risk reserve | 10,117,706 | 960,620 | 11,078,326 |
| 33,066,912 | 3,311,641 | 36,378,553 |
60. RETAINED PROFITS
The movements of retained profits of the Group are set out below:
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB* 000 | RMB* 000 | |
| At the beginning of the year | 42,434,657 | 40,149,201 |
| Profit for the year | 13,701,548 | 9,636,830 |
| Appropriation to general reserve | (3,897,943) | (3,311,641) |
| Ordinary shares* dividends recognised as distribution | (3,802,923) | (3,042,338) |
| Distribution to other equity instrument holders | (918,190) | (1,302,480) |
| Other comprehensive income reclassified to retained profits | 359,439 | 305,085 |
| At the end of the year | 47,876,588 | 42,434,657 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
61. DIVIDENDS
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB' 000 | RMB' 000 | |
| Ordinary share dividends recognised as distribution(i) | 3,802,923 | 3,042,338 |
| Distribution to other equity instrument holders(ii) | 918,190 | 1,302,480 |
| Total | 4,721,113 | 4,344,818 |
(i) Pursuant to the resolution the shareholders' meeting held on 16 May 2025, the Company distributed cash dividends of RMB4.00 for every 10 shares (tax included) based on 7.61 billion shares held amounting to RMB3.04 billion in total for the year ended 31 December 2024.
Authorized by the shareholders' meeting, pursuant to the resolution the board meeting held on 29 August 2025, the Company distributed cash dividends of RMB1.00 for every 10 shares (tax included) based on 7.61 billion shares held amounting to RMB0.76 billion in total for the period ended 30 June 2025.
(ii) The dividend distributions by the Company triggered the mandatory interest payments event for perpetual subordinated bonds. The Company recognised dividends to other equity instrument holders of RMB918.19 million during the year ended 31 December 2025.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
62. TRANSFER OF FINANCIAL ASSETS
Repurchase agreements
Sales and repurchase agreements are transactions in which the Group sells securities (collectively as “the transferred assets”) and simultaneously agrees to repurchase them (or an asset that is substantially the same) at the agreed date and price. The repurchase prices are fixed and the Group is still exposed to substantially all the credit risks, market risks and rewards of the transferred assets. The transferred assets are not derecognised from the financial statements but regarded as “collateral” for the liabilities because the Group retains substantially all the risks and rewards of the transferred assets.
The proceeds from selling the transferred assets are presented as financial assets sold under repurchase agreements. Because the Group sells the contractual rights of the cash flows of the transferred assets, it does not have the ability to use the transferred assets during the term of the arrangements.
The following tables provide a summary of carrying amounts and fair values related to transferred financial assets that are not derecognised in their entirety and the associated liabilities:
| As at 31 December 2025 | As at 31 December 2024 | |||||
|---|---|---|---|---|---|---|
| Carrying amount of transferred assets RMB* 000 | Carrying amount of associated liabilities RMB* 000 | Net position RMB* 000 | Carrying amount of transferred assets RMB* 000 | Carrying amount of associated liabilities RMB* 000 | Net position RMB* 000 | |
| Repurchase agreements | 146,270,727 | 137,656,089 | 8,614,638 | 158,000,153 | 145,621,881 | 12,378,272 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
62. TRANSFER OF FINANCIAL ASSETS (continued)
Securities lending arrangements
The Group entered into securities lending agreements with clients to lend out its equity securities and exchange-traded funds classified as financial assets at fair value through profit or loss with a carrying amount totalling RMB643.14 million as at 31 December 2025 (31 December 2024: RMB257.13 million), and equity instruments measured at fair value through other comprehensive income amounting to RMB2.31 million (31 December 2024: nil) 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 obligations to return these securities to the Group at specified future dates and the maximum covered period is 182 days. 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.
Securities borrowing
As at 31 December 2025 and 2024, the type and fair values of securities borrowed through the inter-bank securities market trading platform and the Shanghai Stock Exchange fixed income trading platform are as follows:
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB' 000 | RMB' 000 | |
| Type of securities | ||
| Government bonds and Central Bank Bills | 84,933,847 | 9,917,095 |
| Local Government bonds | 7,349,286 | - |
| Financial bonds | 3,348,362 | 2,302,891 |
| 95,631,495 | 12,219,986 |
63. CAPITAL COMMITMENTS
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB' 000 | RMB' 000 | |
| Capital expenditure in respect of acquisition of property and equipment: | ||
| - Contracted but not provided for | 167,511 | 159,509 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
64. DIRECTORS' AND SUPERVISORS' EMOLUMENTS
The remuneration of directors and supervisors for current year is as follows:
For the year ended 31 December 2025
| Name | Fee RMB'000 | Salaries and allowances RMB'000 | Employer's contribution to pension schemes/ annuity schemes RMB'000 | Bonuses RMB'000 | Total(a) RMB'000 |
|---|---|---|---|---|---|
| A) EXECUTIVE DIRECTORS | |||||
| Lin Chuanhui | - | 3,617 | 75 | - | 3,692 |
| Qin Li | - | 3,569 | 75 | - | 3,644 |
| Sun Xiaoyan | - | 3,464 | 75 | - | 3,539 |
| Xiao Xuesheng | - | 3,169 | 75 | - | 3,244 |
| B) NON-EXECUTIVE DIRECTORS: | |||||
| Li Xiulin | 180 | - | - | - | 180 |
| Shang Shuzhi | 180 | - | - | - | 180 |
| Guo Jingyi | - | - | - | - | - |
| C) INDEPENDENT NON-EXECUTIVE DIRECTORS: | |||||
| Liang Shuoling | 270 | - | - | - | 270 |
| Li Wenjing | 270 | - | - | - | 270 |
| Zhang Chuang | 270 | - | - | - | 270 |
| Wang Dashu | 270 | - | - | - | 270 |
| D) SUPERVISORS: | |||||
| Zhou Xitai(a) | - | 3,379 | 53 | - | 3,432 |
| Wang Zhenyu(a) | 150 | - | - | - | 150 |
| Zheng Chunmei(a) | 150 | - | - | - | 150 |
| Zhou Feimei(a) | - | - | - | - | - |
| Yi Xinyu(a) | - | 778 | 43 | - | 821 |
| Total | 1,740 | 17,976 | 396 | - | 20,112 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
64. DIRECTORS' AND SUPERVISORS' EMOLUMENTS (continued)
The remuneration of directors and supervisors for current year is as follows: (continued):
For the year ended 31 December 2024
| Name | Fee RMB'000 | Salaries and allowances RMB'000 | Employer's contribution to pension schemes/annuity schemes RMB'000 | Bonuses RMB'000 | Total(a) RMB'000 |
|---|---|---|---|---|---|
| A) EXECUTIVE DIRECTORS | |||||
| Lin Chuanhui | - | 2,321 | 61 | - | 2,382 |
| Qin Li | - | 2,090 | 61 | - | 2,151 |
| Sun Xiaoyan | - | 2,257 | 61 | - | 2,318 |
| Xiao Xuesheng | - | 1,108 | 2 | - | 1,110 |
| Ge Changwei | - | 918 | 41 | - | 959 |
| B) NON-EXECUTIVE DIRECTORS: | |||||
| Li Xiulin | 180 | - | - | - | 180 |
| Shang Shuzhi | 180 | - | - | - | 180 |
| Guo Jingyi | - | - | - | - | - |
| C) INDEPENDENT NON-EXECUTIVE DIRECTORS: | |||||
| Leung Shek Ling Olivia | 270 | - | - | - | 270 |
| Li Wenjing | 270 | - | - | - | 270 |
| Zhang Chuang | 158 | - | - | - | 158 |
| Wang Dashu | 158 | - | - | - | 158 |
| Fan Lifu | 135 | - | - | - | 135 |
| Hu Bin | 135 | - | - | - | 135 |
| D) SUPERVISORS: | |||||
| Zhou Xitai | - | 2,350 | 43 | - | 2,393 |
| Wang Zhenyu | 88 | - | - | - | 88 |
| Zheng Chunmei | 88 | - | - | - | 88 |
| Zhou Feimei | - | - | - | - | - |
| Yi Xinyu | - | 819 | 34 | - | 853 |
| Lai Jianhuang | 75 | - | - | - | 75 |
| Xie Shisong | 75 | - | - | - | 75 |
| Lu Xin | 75 | - | - | - | 75 |
| Total | 1,887 | 11,863 | 303 | - | 14,053 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
64. 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 non-executive directors' emoluments and the independent 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.
The final remuneration of executive directors and employee representative supervisors is still in the process of being determined, and the remaining part of the remuneration will be disclosed separately after being confirmed.
During the year ended 31 December 2025 and 31 December 2024, no directors or supervisors of the Company waived any emoluments.
During the years ended 31 December 2025 and 31 December 2024, 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.
(i) The Company did not have any share option scheme during the years ended 31 December 2025 and 31 December 2024. (ii) Zhou Xitai, Wang Zhenyu, Zheng Chunmei, Zhou Feimei and Yi Xinyu ceased to serve as supervisors of the company since December 2025.
65. FIVE HIGHEST PAID EMPLOYEES
No directors or supervisors (2024: No directors or supervisors) are included in the five highest paid employees during the year and the details of directors' and supervisors' remuneration are set out in note 64 above. Details of the remuneration for the year of the five (2024: five) highest paid employees are as follows:
| 2025 | 2024 | |
|---|---|---|
| RMB' 000 | RMB' 000 | |
| Basic salaries and allowances | 5,636 | 8,719 |
| Bonuses | 39,791 | 38,410 |
| Employer's contribution to pension schemes/annuity schemes | 308 | 274 |
| 45,735 | 47,403 |
Bonuses are discretionary and determined with reference to the Group's and the individuals' performance. No emoluments have been paid to these individuals as an inducement to join or upon joining the Group or as compensation for loss of office during the years ended 31 December 2025 and 31 December 2024.
During the year, the remuneration of the five (2024: five) highest paid employees was as follows: five were between RMB5 million to RMB10 million (2024: five were between RMB5 million to RMB10 million).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
66. RELATED PARTY TRANSACTIONS
(1) Shareholders holding more than 5% of the Company’s shares and their related legal persons
Holding interest in shareholders and their related legal persons
| As at 31.12.2025 | As at 31.12.2024 | |||
|---|---|---|---|---|
| Number of shares/bonds | ||||
| '000 | Carrying amount | |||
| RMB'000 | Number of shares/bonds | |||
| '000 | Carrying amount | |||
| RMB'000 | ||||
| Financial assets at FVTPL - stocks | ||||
| 遼寧成大生物股份有限公司 | ||||
| - Liaoning Cheng Da Biotechnology Co., Ltd.* | ||||
| Note 1 | 39 | 999 | 21 | 536 |
| 遼寧成大股份有限公司 | ||||
| - Liaoning Cheng Da Co., Ltd.* | 97 | 1,087 | 95 | 984 |
| 中山公用事業集團股份有限公司 | ||||
| - Zhongshan Public Utilities Group Co., Ltd.* | 89 | 1,032 | 123 | 1,139 |
| 吉林敖東藥業集團股份有限公司 | ||||
| - Jilin Aodong Pharmaceutical Group Co., Ltd.* | 3 | 52 | 4 | 72 |
| Financial assets at FVTPL - bonds | ||||
| 中山投資控股集團有限公司Note 2 | ||||
| - Zhongshan Investment Holding Group Co., Ltd.* | 20 | 2,009 | - | - |
| Financial assets at FVTOCI - stocks | ||||
| 吉林敖東藥業集團股份有限公司 | ||||
| - Jilin Aodong Pharmaceutical Group Co., Ltd.* | 43,312 | 845,893 | 43,312 | 748,007 |
Note 1: Liaoning Cheng Da Biotechnology Co., Ltd. is a subsidiary of Liaoning Cheng Da Co., Ltd.. Note 2: Zhongshan Investment Holding Group Co., Ltd. is the parent company of Zhongshan Public Utilities Group Co., Ltd..
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
66. RELATED PARTY TRANSACTIONS (continued)
(1) Shareholders holding more than 5% of the Company’s shares and their related legal persons (continued)
Cash dividends arising from equity interests in shareholders and their related legal persons
| | 2025 RMB' 000 | 2024 RMB' 000 | | --- | --- | --- | | 吉林敖東藥業集團股份有限公司 | | | | - Jilin Aodong Pharmaceutical Group Co., Ltd.* | 21,658 | 34,661 | | 遼寧成大生物股份有限公司 | | | | - Liaoning Cheng Da Biotechnology Co., Ltd.* | 53 | 1,381 | | 遼寧成大股份有限公司 | | | | - Liaoning Cheng Da Co., Ltd.* | 2 | 5 | | 中山公用事業集團股份有限公司 | | | | - Zhongshan Public Utilities Group Co., Ltd.* | 48 | 22 |
- English names are translated for identification purposes only.
Transaction with shareholders and their related legal persons
| | 2025 RMB' 000 | 2024 RMB' 000 | | --- | --- | --- | | Commission and fee income | 2,175 | 6,355 | | Other income | 767 | 730 | | Expenses on structured notes | 2,886 | 2,081 | | Other operating expenses | 9 | 209 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
66. RELATED PARTY TRANSACTIONS (continued)
(1) Shareholders holding more than 5% of the Company’s shares and their related legal persons (continued)
Balances with shareholders and their related legal persons
| | As at 31.12.2025 RMB’000 | As at 31.12.2024 RMB’000 | | --- | --- | --- | | Receivable for consulting fee income | 40 | — | | Receivable from project investment deposit | 15,000 | — | | Other payables | 129 | 129 | | Short-term structured notes | 310,583 | 171,006 | | Contract liability | 123 | 151 |
(2) Other related parties
Transactions with associates/joint ventures
| | 2025 RMB’000 | 2024 RMB’000 | | --- | --- | --- | | Commission and fee income | | | | 易方達基金管理有限公司及其子公司 | | | | - E Fund Management Co., Ltd. and its subsidiaries | 113,071 | 75,281 | | 中山公用廣發信德新能源產業投資基金(有限合夥) | | | | - Zhongshan Public GF Xinde New Energy Industry Investment Fund L.P.* | 17,754 | 13,457 | | 珠海格金廣發信德三期科技創業投資基金(有限合夥) | | | | - Zhuhai Gejin GF Xinde Phase III Technology Venture Capital Fund L.P.* | 15,931 | 17,501 | | 安徽省新一代信創產業基金合夥企業(有限合夥) | | | | - Anhui New Generation Information and Innovation Industry Fund Partnership L.P.* | 14,812 | 8,530 | | 廣發信德(漳州蕪城區)數字產業投資發展合夥企業(有限合夥) | | | | - GF Xinde (Zhangzhou Xiangcheng District) Digital Industry Investment Development Partnership L.P.* | 11,873 | 4,730 |
- English names are translated for identification purposes only.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
66. RELATED PARTY TRANSACTIONS (continued)
(2) Other related parties (continued)
Transactions with associates/joint ventures (continued)
| | 2025 RMB' 000 | 2024 RMB' 000 | | --- | --- | --- | | Commission and fee income (continued) | | | | 廣州南沙區信德厚威創業投資基金合夥企業(有限合夥) | | | | - Guangzhou Nansha District Xinde Houwei Venture Capital Fund Partnership L.P.* | 8,050 | 8,072 | | 廣發信德崴湖二期(蘇州)健康產業創業投資合夥企業(有限合夥) | | | | - GF Xinde Lanhu Phase II (Suzhou) Health Industry Venture Capital Partnership L.P.* | 7,637 | 13,504 | | 廣發信德皖能(含山)股權投資基金合夥企業(有限合夥) | | | | - GF Xinde Wanneng (Hanshan) Equity Investment Fund Partnership L.P.* | 7,435 | 9,956 | | 廣州廣發信德戰新創業投資合夥企業(有限合夥) | | | | - Guangzhou GF Xinde Zhanxin Venture Capital Partnership L.P.* | 5,849 | 5,750 | | 中山廣發信德致遠科技創業投資合夥企業(有限合夥) | | | | - Zhongshan GF Xinde Zhiyuan Technology Venture Capital Partnership L.P.* | 5,808 | 6,289 | | 廣州廣發信德健康創業投資基金合夥企業(有限合夥) | | | | - Guangzhou GF Xinde Health Venture Capital Fund Partnership L.P.* | 5,262 | 9,460 | | 中山中匯廣發信德股權投資基金(有限合夥) | | | | - Zhongshan Zhonghui GF Xinde Equity Investment Fund L.P.* | 4,860 | 5,101 | | 廣發信德(蘇州)健康產業創業投資合夥企業(有限合夥) | | | | - GF Xinde (Suzhou) Health Industry Venture Capital Fund Partnership L.P.* | 4,404 | 6,586 | | 廣發信德(開平)創業投資基金合夥企業(有限合夥) | | | | - GF Xinde (Kaiping) Venture Capital Fund Partnership L.P.* | 3,774 | 1,995 | | 珠海格金廣發信德智能製造產業投資基金(有限合夥) | | | | - Zhuhai Gejin GF Xinde Intelligent Manufacturing Industry Investment Fund L.P.* | 2,932 | 6,832 | | 珠海廣發信德中鼎創業投資基金(有限合夥) | | | | - Zhuhai GF Xinde Zhongding Venture Capital Fund L.P.* | 2,868 | 2,876 | | 湖南湘投信德能源智造創業投資基金合夥企業(有限合夥) | | | | - Hunan Xiangtou Xinde Energy intelligent Manufacturing Industry Investment Fund L.P.* | 2,862 | 588 | | 珠海廣發信德瑞騰創業投資基金合夥企業(有限合夥) | | | | - Zhuhai GF Xinde Ruiteng Venture Capital Fund Partnership L.P.* | 2,830 | 3,916 |
- English names are translated for identification purposes only.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
396 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
66. RELATED PARTY TRANSACTIONS (continued)
(2) Other related parties (continued)
Transactions with associates/joint ventures (continued)
| | 2025 RMB' 000 | 2024 RMB' 000 | | --- | --- | --- | | Commission and fee income (continued) | | | | 廣發信德(安徽)創業投資基金合夥企業(有限合夥) | | | | - GF Xinde (Anhui) Venture Capital Fund Partnership L.P.* | 2,264 | 1,780 | | 潮州市廣發信德創業投資基金合夥企業(有限合夥) | | | | - Chaozhou GF Xinde Venture Capital Fund Partnership L.P.* | 2,225 | 2,270 | | 東莞廣發信德水鄉創業投資基金合夥企業(有限合夥) | | | | - Dongguan GF Xinde Water Township Venture Capital Fund Partnership L.P.* | 2,075 | 1,593 | | 珠海廣發信德環保產業投資基金合夥企業(有限合夥) | | | | - Zhuhai GF Xinde Environment Protection Industry Investment Fund Partnership L.P.* | 2,001 | 4,891 | | 珠海廣發信德新州一號創業投資基金(有限合夥) | | | | - Zhuhai GF Xinde Xinzhou No.1 Venture Capital Fund L.P.* | 1,871 | 1,876 | | 廣州廣發信德廣顧投創業投資基金合夥企業(有限合夥) | | | | - Guangzhou GF Xinde Guanggu Investment Venture Capital Fund Partnership L.P.* | 1,396 | 1,171 | | 杭州廣發信德乒乓鴻鵠股權投資基金合夥企業(有限合夥) | | | | - Hangzhou GF Xinde Pingpang Honghu Equity Investment Fund Partnership L.P.* | 1,281 | 1,449 | | 佛山市廣發信德粵盈新產業股權投資合夥企業(有限合夥) | | | | - Foshan GF Xinde Yueying New Industry Equity Investment Partnership L.P.* | 1,274 | 1,277 | | 浙江廣發信德國湖端鏈科創投資合夥企業(有限合夥) | | | | - Zhejiang GF Xinde Juanhu Ruishuo Technology Venture Capital Fund L.P.* | 1,242 | - | | 珠海廣發信德厚疆創業投資基金(有限合夥) | | | | - Zhuhai GF Xinde Houjiang Venture Capital Fund L.P.* | 1,229 | 1,233 | | 廣州知城琶洲信德產業投資基金合夥企業(有限合夥) | | | | - Guangzhou Zhicheng Pazhou Xinde Industry Investment Fund Partnership L.P.* | 1,140 | 921 |
- English names are translated for identification purposes only.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
66. RELATED PARTY TRANSACTIONS (continued)
(2) Other related parties (continued)
Transactions with associates/joint ventures (continued)
| | 2025 RMB' 000 | 2024 RMB' 000 | | --- | --- | --- | | Commission and fee income (continued) | | | | 廣州廣發信德二期創業投資合夥企業(有限合夥) | | | | - Guangzhou GF Xinde Phase II Venture Capital Partnership L.P.* | 207 | 5,139 | | 珠海廣發信德智能創新升級股權投資基金(有限合夥) | | | | - Zhuhai GF Xinde Upgraded Intelligent Innovation Equity Fund L.P.* | 71 | 2,921 | | 廣發信德中恒匯金(龍岩)股權投資合夥企業(有限合夥) | | | | - GF Xinde Zhongheng Huijin (Longyan) Equity Investment Partnership L.P.* | - | 3,741 | | 廣州信德創業營股權投資合夥企業(有限合夥) | | | | - Guangzhou Xinde Venture Camp Equity Investment Partnership L.P.* | - | 1,823 | | 廣州南鑫珠海港股權投資合夥企業(有限合夥) | | | | - Guangzhou Nanxin Zhuhai Port Equity Investment Partnership L.P.* | - | 2,046 | | - Other associates and joint ventures | 8,994 | 1,595 | | Interest income | | | | - GHS Investment Management (Cayman) Company Limited | 288 | 390 | | Other income | | | | - GHS Investment Management (Hong Kong) Company Limited | 548 | 1,094 | | - Other associates and joint ventures | 236 | - | | Other operating expenses | | | | 珠海盈米基金銷售有限公司 | | | | - Zhuhai Yingmi Fund Selling Co., Ltd.* | 18,841 | 17,259 | | - Other associates and joint ventures | 327 | 123 |
- English names are translated for identification purposes only.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
398 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
66. RELATED PARTY TRANSACTIONS (continued)
(2) Other related parties (continued)
Balances with associates/joint ventures
| | As at 31.12.2025 RMB'000 | As at 31.12.2024 RMB'000 | | --- | --- | --- | | Commission receivable from exchange trading units leasing and distributing financial products etc. 易方達基金管理有限公司
- E Fund Management Co., Ltd. | 31,120 | 12,968 | | Receivables for asset and fund management fee income 安徽省新一代信創產業基金合夥企業(有限合夥)
- Anhui New Generation Information and Innovation Industry Fund Partnership L.P.* | 13,923 | 8,423 | | 珠海格金廣發信德三期科技創業投資基金(有限合夥)
- Zhuhai Gejin GF Xinde Phase III Technology Venture Capital Fund L.P.* | 8,441 | - | | 廣發信德嵐湖二期(蘇州)健康產業創業投資合夥企業(有限合夥)
- GF Xinde Lanhu Phase II (Suzhou) Health Industry Venture Capital Partnership L.P.* | 8,096 | - | | 珠海廣發信德高成長現代服務業股權投資企業(有限合夥)
- Zhuhai GF Xinde High-growth Modern Service Industry Equity Investment Enterprise L.P.* | 6,369 | 6,369 | | 中山廣發信德致遠科技創業投資合夥企業(有限合夥)
- Zhongshan GF Xinde Zhiyuan Technology Venture Capital Partnership L.P.* | 6,156 | 3,253 | | 廣州廣發信德二期創業投資合夥企業(有限合夥)
- Guangzhou GF Xinde Phase II Venture Capital Partnership L.P.* | 5,667 | 5,447 | | 珠海格金廣發信德智能製造產業投資基金(有限合夥)
- Zhuhai Gejin GF Xinde Intelligent Manufacturing Industry Investment Fund L.P.* | 5,277 | 2,169 | | 廣發信德(蘇州)健康產業創業投資合夥企業(有限合夥)
- GF Xinde (Suzhou) Health Industry Venture Capital Partnership L.P.* | 4,668 | 1,724 |
- English names are translated for identification purposes only.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
66. RELATED PARTY TRANSACTIONS (continued)
(2) Other related parties (continued)
Balances with associates/joint ventures (continued)
| | As at 31.12.2025 RMB'000 | As at 31.12.2024 RMB'000 | | --- | --- | --- | | Receivables for asset and fund management fee income (continued) | | | | 廣發信德(漳州鄉城區)數字產業投資發展合夥企業(有限合夥) | | | | - GF Xinde (Zhangzhou Xiangcheng District) Digital Industry Investment Development Partnership L.P.* | 4,613 | 2,027 | | 廣州南沙區信德厚威創業投資基金合夥企業(有限合夥) | | | | - Guangzhou Nansha District Xinde Houwei Venture Capital Fund Partnership L.P.* | 4,302 | - | | 珠海廣發信德厚合股權投資合夥企業(有限合夥) | | | | - Zhuhai GF Xinde Houhe Equity Investment Partnership L.P.* | 3,553 | 2,803 | | 珠海廣發信德瑞騰創業投資基金合夥企業(有限合夥) | | | | - Zhuhai GF Xinde Ruiteng Venture Capital Fund Partnership L.P.* | 3,000 | 1,512 | | 廣發信德皖能(含山)股權投資基金合夥企業(有限合夥) | | | | - GF Xinde Wanneng (Hanshan) Equity Investment Fund Partnership L.P.* | 2,837 | - | | 廣州廣發信德健康創業投資基金合夥企業(有限合夥) | | | | - Guangzhou GF Xinde Health Venture Capital Fund Partnership L.P.* | 2,647 | - | | 中山中匯廣發信德股權投資基金(有限合夥) | | | | - Zhongshan Zhonghui GF Xinde Equity Investment Fund L.P.* | 2,548 | - | | 珠海橫琴玄元八號股權投資合夥企業(有限合夥) | | | | - Zhuhai Hengqin Xuanyuan No.8 Equity Investment Partnership L.P.* | 2,270 | - | | 宿禮智慧製造產業投資基金(有限合夥) | | | | - Suqian Intelligent Manufacturing Industry Investment Fund L.P.* | 2,249 | 1,279 | | 廣發信德(開平)創業投資基金合夥企業(有限合夥) | | | | - GF Xinde (Kaiping) Venture Capital Fund Partnership L.P.* | 2,016 | - | | 廣州信德創業營股權投資合夥企業(有限合夥) | | | | - Guangzhou Xinde Venture Camp Equity Investment Partnership L.P.* | 1,932 | 1,932 | | 廣州廣發信德一期互聯網改造傳統產業投資企業(有限合夥) | | | | - Guangzhou GF Xinde Phase I Internet Transformation of Traditional Industry Investment Enterprise L.P.* | 1,668 | 1,668 | | 潮州市廣發信德創業投資基金合夥企業(有限合夥) | | | | - Chaozhou GF Xinde Venture Capital Fund Partnership L.P.* | 1,168 | - |
- English names are translated for identification purposes only.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
66. RELATED PARTY TRANSACTIONS (continued)
(2) Other related parties (continued)
Balances with associates/joint ventures (continued)
| | As at 31.12.2025 RMB'000 | As at 31.12.2024 RMB'000 | | --- | --- | --- | | Receivables for asset and fund management fee income (continued) | | | | 廣州市廣投壹號基礎設施股權投資基金合夥企業(有限合夥) | | | | - Guangzhou Guangtou No.1 Infrastructure Equity Investment Fund Partnership L.P.* | 1,099 | 1,400 | | 珠海廣發信德新州一號創業投資基金(有限合夥) | | | | - Zhuhai GF Xinde Xinzhou No.1 Venture Capital Fund L.P.* | 1,000 | - | | 珠海廣發信德厚澤創業投資合夥企業(有限合夥) | | | | - Zhuhai GF Xinde Houze Venture Capital Partnership L.P.* | 976 | 576 | | 佛山市廣發信德粵盈新產業股權投資合夥企業(有限合夥) | | | | - Foshan GF Xinde Yueying New Industry Equity Investment Partnership L.P.* | 681 | - | | 廣州知城琶洲信德產業投資基金合夥企業(有限合夥) | | | | - Guangzhou Zhicheng Pazhou Xinde Industry Investment Fund Partnership L.P.* | 609 | 609 | | 佛山市三水建發廣發信德創業投資基金合夥企業(有限合夥) | | | | - Foshan Sanshui Jianfa Guangfa Xinde Venture Capital Fund Partnership L.P.* | 529 | - | | 江門市新控信德碳科創業投資基金合夥企業(有限合夥) | | | | - Jiangmen Xin Kong Xinde Tan Ke Venture Capital Fund Partnership L.P.* | 504 | 197 | | 珠海廣發信德康延創業投資基金(有限合夥) | | | | - Zhuhai GF Xinde Kangyan Venture Capital Fund L.P.* | 171 | 163 | | 廣州南沙區信德厚湃創業投資基金合夥企業(有限合夥) | | | | - Guangzhou Nansha District Xinde Houpai Venture Capital Fund Partnership L.P.* | 117 | 89 | | 珠海廣發信德賽德創業投資合夥企業(有限合夥) | | | | - Zhuhai GF Xinde Saide Venture Capital Partnership L.P.* | 6 | - | | 珠海廣發信德東盈創業投資基金合夥企業(有限合夥) | | | | - Zhuhai GF Xinde Dongying Venture Capital Fund Partnership L.P.* | - | 13 | | 珠海廣發信德智能創新升級股權投資基金(有限合夥) | | | | - Zhuhai GF Xinde Upgraded Intelligent Innovation Equity Fund L.P.* | - | 8 |
- English names are translated for identification purposes only.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
66. RELATED PARTY TRANSACTIONS (continued)
(2) Other related parties (continued)
Balances with associates/joint ventures (continued)
| | As at 31.12.2025 RMB'000 | As at 31.12.2024 RMB'000 | | --- | --- | --- | | Amounts due from joint ventures and associates-other receivables | | | | - Global Health Science Fund II, L.P. | 11,593 | 11,858 | | - GHS Investment Management (Cayman) Company Limited | 8,840 | 8,197 | | - Other associates and joint ventures | - | 7 | | Amounts due to joint ventures and associates-advance from customers and other payables | | | | 珠海盈米基金銷售有限公司 | | | | - Zhuhai Yingmi Fund Selling Co., Ltd. * | 10,920 | 4,621 | | 珠海廣發信德厚疆創業投資基金(有限合夥) | | | | - Zhuhai GF Xinde Houjiang Venture Capital Fund L.P.* | 2,978 | 4,281 | | 珠海廣發信德賽德創業投資合夥企業(有限合夥) | | | | - Zhuhai GF Xinde Saide Venture Capital Partnership L.P.* | 651 | 1,289 | | 廣州信德眉科分級私募股權投資合夥企業(有限合夥) | | | | - Guangzhou Xinde Meike Structured Private Equity Investment Partnership L.P.* | 144 | - |
(3) Key management personnel
During the year, the paid remuneration attributable to the reporting period for key management personnel was RMB44.63 million, among which, salaries, allowance and bonuses were RMB43.68 million, the employer's contribution to pension schemes/annuity schemes were RMB0.95 million.
- English names are translated for identification purposes only.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
67. FINANCIAL INSTRUMENTS
Categories of financial instruments
| Financial assets | As at 31 December 2025 | |||
|---|---|---|---|---|
| Financial assets at amortised cost RMB* 000 | Financial assets at fair value through other comprehensive income | Financial assets at fair value through profit or loss RMB* 000 | ||
| Debt investments RMB* 000 | Equity investments RMB* 000 | |||
| Bank balances | 195,735,135 | - | - | - |
| Clearing settlement funds | 49,870,282 | - | - | - |
| Advances to customers | 144,023,511 | - | - | - |
| Financial assets at fair value through profit or loss | - | - | - | 362,397,431 |
| Derivative financial assets | - | - | - | 5,731,171 |
| Financial assets held under resale agreements | 27,414,103 | - | - | - |
| Accounts receivable | 13,593,549 | - | - | - |
| Deposits with exchanges and non-bank financial institutions | 33,580,694 | - | - | - |
| Debt instruments at amortised cost | 1,431 | - | - | - |
| Debt instruments at fair value through other comprehensive income | - | 90,423,733 | - | - |
| Equity instruments at fair value through other comprehensive income | - | - | 30,509,881 | - |
| Financial leasing receivables | 14,820 | - | - | - |
| Other financial assets | 1,039,106 | - | - | - |
| Total | 465,272,631 | 90,423,733 | 30,509,881 | 368,128,602 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
67. FINANCIAL INSTRUMENTS (continued)
Categories of financial instruments (continued)
Financial liabilities
- Borrowings
- Short-term financing payables
- Due to banks and other financial institutions
- Financial liabilities at fair value through profit or loss
- Derivative financial liabilities
- Financial assets sold under repurchase agreements
- Accounts payable to brokerage clients
- Other liabilities
- Bonds payable
- Lease liabilities
- Other financial liabilities
Total
| As at 31 December 2025 | ||
|---|---|---|
| Financial liabilities at amortised cost | Financial liabilities at fair value through profit or loss | |
| Classified at fair value through profit or loss | Designated at fair value through profit or loss | |
| RMB' 000 | RMB' 000 | RMB' 000 |
| 10,956,655 | – | – |
| 81,724,950 | – | – |
| 23,383,413 | – | – |
| – | 46,084,135 | 3,873,269 |
| – | 15,996,566 | – |
| 193,579,002 | – | – |
| 227,638,762 | – | – |
| – | 2,670,583 | – |
| 138,511,340 | – | – |
| 911,974 | – | – |
| 52,598,141 | – | – |
| 729,304,237 | 64,751,284 | 3,873,269 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
67. FINANCIAL INSTRUMENTS (continued)
Categories of financial instruments (continued)
| Financial assets | As at 31 December 2024 | |||
|---|---|---|---|---|
| Financial assets at amortised cost | Financial assets at fair value through other comprehensive income | Financial assets at fair value through profit or loss | ||
| Debt investments | Equity investments | |||
| Bank balances | 169,395,629 | - | - | - |
| Clearing settlement funds | 35,188,242 | - | - | - |
| Advances to customers | 108,939,926 | - | - | - |
| Financial assets at fair value through profit or loss | - | - | - | 242,821,397 |
| Derivative financial assets | - | - | - | 3,879,447 |
| Financial assets held under resale agreements | 20,565,244 | - | - | - |
| Accounts receivable | 8,604,402 | - | - | - |
| Deposits with exchanges and non-bank financial institutions | 22,681,989 | - | - | - |
| Debt instruments at amortised cost | 35,645 | - | - | - |
| Debt instruments at fair value through other comprehensive income | - | 104,334,355 | - | - |
| Equity instruments at fair value through other comprehensive income | - | - | 22,317,775 | - |
| Financial leasing receivables | 14,087 | - | - | - |
| Other financial assets | 402,729 | - | - | - |
| Total | 365,827,893 | 104,334,355 | 22,317,775 | 246,700,844 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
67. FINANCIAL INSTRUMENTS (continued)
Categories of financial instruments (continued)
| As at 31 December 2024 | |||
|---|---|---|---|
| Financial liabilities at amortised cost RMB*000 | Financial liabilities at fair value through profit or loss RMB*000 | Designated at fair value through profit or loss RMB*000 | |
| Financial liabilities | |||
| Borrowings | 4,324,296 | - | - |
| Short-term financing payables | 71,983,519 | - | - |
| Due to banks and other financial institutions | 14,605,858 | - | - |
| Financial liabilities at fair value through profit or loss | - | 4,520,315 | 3,685,216 |
| Derivative financial liabilities | - | 6,757,754 | - |
| Financial assets sold under repurchase agreements | 171,313,952 | - | - |
| Accounts payable to brokerage clients | 175,339,655 | - | - |
| Other liabilities | - | 1,161,565 | - |
| Bonds payable | 103,290,977 | - | - |
| Lease liabilities | 999,553 | - | - |
| Other financial liabilities | 35,714,392 | - | - |
| Total | 577,572,202 | 12,439,634 | 3,685,216 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
68. OFFSETTING FINANCIAL ASSETS AND FINANCIAL LIABILITIES
The Group offsets the following financial assets and financial liabilities since the Group currently has a legally enforceable right to set off the balances, and intends either to settle on a net basis, or to realise the balances simultaneously.
Under the agreement signed between the Group and the customers, money obligations receivable and payable with the same customers on the same settlement date are settled on a net basis.
Under the continuous net settlement, money obligations receivable and payable with Hong Kong Securities Clearing Company Limited and other brokers on the same settlement date are settled on a net basis.
Financial assets and financial liabilities subject to offsetting, enforceable master netting arrangements or similar agreements
| As at 31 December 2025 | ||||||
|---|---|---|---|---|---|---|
| Gross amounts of recognised financial liabilities | Net amounts of financial assets presented in the consolidated statement of financial position | Related amounts not set off in the consolidated statement of financial position | Net amount RMB'000 | |||
| Gross amounts of recognised financial assets | set off in the consolidated statement of financial position | Financial instruments | Collateral received RMB'000 | |||
| Type of financial assets | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | |
| Advances to customers | 1,986,563 | (356,527) | 1,630,036 | - | - | 1,630,036 |
| Accounts receivable from clearing houses, brokers and cash clients | 6,233,493 | (1,352,202) | 4,881,291 | - | - | 4,881,291 |
| Deposits with exchanges and non-bank financial institutions | 66,064,379 | (63,522,139) | 2,542,240 | (118,784) | (145,904) | 2,277,552 |
| Total | 74,284,435 | (65,230,868) | 9,053,567 | (118,784) | (145,904) | 8,788,879 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
68. OFFSETTING FINANCIAL ASSETS AND FINANCIAL LIABILITIES (continued)
Financial assets and financial liabilities subject to offsetting, enforceable master netting arrangements or similar agreements (continued)
| As at 31 December 2025 | ||||||
|---|---|---|---|---|---|---|
| Gross amounts of recognised financial liabilities RMB*000 | Gross amounts of recognised financial assets set off in the consolidated statement of financial position RMB*000 | Net amounts of financial liabilities presented in the consolidated statement of financial position RMB*000 | Related amounts not set off in the consolidated statement of financial position Financial instruments RMB*000 | Collateral received RMB*000 | Net amount RMB*000 | |
| Accounts payable to brokerage clients | 71,675,445 | (63,878,666) | 7,796,779 | (261,018) | (3,670) | 7,532,091 |
| Payables for open-ended fund clearing and other clearing | 1,820,982 | (1,352,202) | 468,780 | - | - | 468,780 |
| Total | 73,496,427 | (65,230,868) | 8,265,559 | (261,018) | (3,670) | 8,000,871 |
| As at 31 December 2024 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Gross amounts of recognised financial liabilities set off in the consolidated statement of financial position RMB*000 | Gross amounts of recognised financial assets RMB*000 | Net amounts of financial assets presented in the consolidated statement of financial position RMB*000 | Related amounts not set off in the consolidated statement of financial position Financial instruments RMB*000 | Collateral received RMB*000 | Net amount RMB*000 | |
| Advances to customers | 1,179,648 | (340,851) | 838,797 | - | - | 838,797 |
| Accounts receivable from clearing houses, brokers and cash clients | 3,533,541 | (498,752) | 3,034,789 | - | - | 3,034,789 |
| Deposits with exchanges and non-bank financial institutions | 22,541,277 | (21,032,261) | 1,509,016 | (45,557) | (9,853) | 1,453,606 |
| Total | 27,254,466 | (21,871,864) | 5,382,602 | (45,557) | (9,853) | 5,327,192 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
68. OFFSETTING FINANCIAL ASSETS AND FINANCIAL LIABILITIES (continued)
Financial assets and financial liabilities subject to offsetting, enforceable master netting arrangements or similar agreements (continued)
| As at 31 December 2024 | ||||||
|---|---|---|---|---|---|---|
| Gross amounts of recognised financial liabilities RMB'000 | Net amounts of financial liabilities presented in the consolidated statement of financial position RMB'000 | Related amounts not set off in the consolidated statement of financial position RMB'000 | Related amounts not set off in the consolidated statement of financial position Final | Collateral received RMB'000 | Net amount RMB'000 | |
| Type of financial liabilities | ||||||
| Accounts payable to brokerage clients | 27,536,791 | (21,373,112) | 6,163,679 | (47,377) | (8,033) | 6,108,269 |
| Payables for open-ended fund clearing and other clearing | 1,170,147 | (498,752) | 671,395 | — | — | 671,395 |
| Total | 28,706,938 | (21,871,864) | 6,835,074 | (47,377) | (8,033) | 6,779,664 |
The tables below reconcile the "Net amount of financial assets and financial liabilities presented in the consolidated statement of financial position" as set out above, to the line items presented in the consolidated statement of financial position:
Advances to customers
| | As at 31.12.2025 RMB'000 | As at 31.12.2024 RMB'000 | | --- | --- | --- | | Net amount of advances to customers as stated above | 1,630,036 | 838,797 | | Amount not in the scope of offsetting disclosures | 142,393,475 | 108,101,129 | | Total amount of advances to customers as stated in note 30 | 144,023,511 | 108,939,926 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
68. OFFSETTING FINANCIAL ASSETS AND FINANCIAL LIABILITIES (continued)
Accounts receivable
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB’000 | RMB’000 | |
| Net amount of accounts receivable as stated above | 4,881,291 | 3,034,789 |
| Amount not in the scope of offsetting disclosures | 8,712,258 | 5,569,613 |
| Total amount of accounts receivable as stated in note 31 | 13,593,549 | 8,604,402 |
Deposits with exchanges and non-bank financial institutions
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB’000 | RMB’000 | |
| Net amount of deposits with exchanges and non-bank financial institutions as stated above | 2,542,240 | 1,509,016 |
| Amount not in the scope of offsetting disclosures | 31,038,454 | 21,172,973 |
| Total amount of deposits with exchanges and non-bank financial institutions as stated in note 38 | 33,580,694 | 22,681,989 |
Accounts payable to brokerage clients
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB’000 | RMB’000 | |
| Net amount of accounts payable to brokerage clients as stated above | 7,796,779 | 6,163,679 |
| Amount not in the scope of offsetting disclosures | 219,841,983 | 169,175,976 |
| Total amount of accounts payable to brokerage clients as stated in note 48 | 227,638,762 | 175,339,655 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
68. OFFSETTING FINANCIAL ASSETS AND FINANCIAL LIABILITIES (continued)
Other accounts payable, other payables and accruals
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB' 000 | RMB' 000 | |
| Net amount of payables for open-ended fund clearing and other clearing as stated above | 468,780 | 671,395 |
| Amount not in the scope of offsetting disclosures | 4,396,320 | 900,371 |
| Total amount of payables for open-ended fund clearing and other clearing as stated in note 50 | 4,865,100 | 1,571,766 |
69. FINANCIAL INSTRUMENTS RISK MANAGEMENT
69.1 Risk management policies and organisation structure
(1) Risk management policies
The objective of risk management of the Group is to strike for an appropriate balance between risks and revenue and to minimise the negative effect of the risks on the Group's operating results to the lowest level, so as to ensure that the risks borne by the Company match well with the regulatory standards, development strategies, capital capability and its risk tolerance and to maximise yields for shareholders and other equity investors. In pursuit of such objective of risk management, the basic strategies of the Group are to identify and analyse the risks with which the Group is facing, to implement risk management within the range of risk tolerance and risk limit setting and to identify, assess, measure, monitor, report and address the risks comprehensively and accurately on a timely basis.
The risks to which the Group is exposed to in daily operating activities mainly include market risk, credit risk and liquidity risk. The Group has established policies and procedures accordingly to identify and analyse the risks. The Group has set up appropriate risk monitoring indicators, risk limits, risk criteria and internal control process. The Group also monitors and manages the risks with an information system on a continuous basis.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
69. FINANCIAL INSTRUMENTS RISK MANAGEMENT (continued)
69.1 Risk management policies and organisation structure (continued)
(2) Structure of the risk-management organization
The Group adopts a four-level risk management organisation structure system, namely “board of directors and its subordinated risk management committee, management executives and relevant professional committees, various control and supporting departments, business departments and subsidiaries”. First-line risk management organisations or staff have been set up in all major business departments and subsidiaries of the Company. Organisations and staff of all levels perform their authorised risk management duties with clear segregation of duties and emphasis on mutual collaboration. The business department and subsidiaries, risk management department, compliance and legal affairs department and internal auditing department cooperate with each other and each focuses on specific aspects, and they perform risk assessment before the projects are implemented, on-going control, investigation and evaluation after completion. They also continuously monitor and manage various risks faced by the Group at various levels and in a comprehensive manner, and contribute to the sustainable development of the business of the Company.
The risk management department is primarily responsible for conducting independent evaluation and monitoring of market risk, credit risk and liquidity risk of the Group and establishing the operational risk management system and coordinating with other departments to manage operational risk, money laundering risk, model risk and reputation risk; assessing, monitoring, reporting on and advising on the management of the Company’s venture capital; handling daily routine of the Risk Control Committee of the Company as a standing body of the Risk Management Committee. The compliance and legal department is the Group’s function department for compliance and legal risk management, primarily responsible for formulating the Group’s management policies in respect of compliance and legal risk, conducting independent evaluation and monitoring of compliance and legal risks, organising and carrying out money laundering risk management, prevention and control in accordance with the Company’s anti-money laundering management policy, coordinating with other departments to manage operational risk and performing compliance inspection and management on operational administration activities and code of conduct of the employees of the Group. The auditing department is the third defensive line of risk control. It is responsible for the checking, supervision, evaluation, and relative internal auditing consultation of internal control, risk management, governance procedures, and operating management performance.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
69. FINANCIAL INSTRUMENTS RISK MANAGEMENT (continued)
69.2 Credit risk
Credit risk is the probability that the market value of debts may change due to the fact that the issuer or counterparty fails to perform the obligations specified in the contract or due to the change in credit rating and performance capability, thereby causing loss to the Group. The credit risk the Group is exposed to mainly relates to the following assets: (i) fixed income financial assets; (ii) financing businesses such as advances to customers, financial leasing receivables and financial assets held under resale agreements (mainly refer to securities transactions with repurchase agreements and stock-pledged repos); and (iii) over-the-counter derivative financial assets.
Fixed income financial assets include bank balances, clearing settlement funds, deposits with exchanges and non-bank financial institutions, accounts receivable and bonds. Credit risk mainly includes the risk caused by its counterparties and securities issuer's default risk. The maximum credit risk exposure equals to the carrying amounts of these instruments.
In terms of the financing business, the credit risk exposure of margin financing and securities lending, securities transactions with repurchase agreements and stock-pledged repos is derived from the default risk of counterparties due to their failure to repay the principal and interest of debts when due. As at 31 December 2025, the average ratios of guarantee maintained for all the clients who have liabilities in margin financing and securities lending of the Group was 270.91% (31 December 2024: 254.28%), the average coverage ratios of contract performance for clients of security transactions with repurchase agreements was 257.20% (31 December 2024: 343.23%), the average coverage ratios of contract performance for clients of the stock-pledged repos business (the fund lender was the securities company) was 322.67% (31 December 2024: 284.97%). The collaterals provided are sufficient and the credit risk of the financing business is managed at an acceptable level.
The credit risk of over-the-counter derivative transactions is mainly the counterparty default risk in conducting over-the-counter derivative transactions such as forward, swaps and options.
The credit risk of the bond investments is mainly mitigated by means of credit rating management, transaction limits, position limits, exposure limits on issuers, etc.
The credit risk of the financing business of the Group is mainly managed through the following measures: (i) the establishment of customer due diligence requirements and business admission criteria, the review on the creditworthiness and business qualification of counterparties prior to the conduction of business, and the preliminary identification and assessment of business credit risks; (ii) the establishment of layered approval process, guarantees and other elements of transactions, and the adoption of tailored risk mitigating measures; (iii) the continuous post-transaction tracking and management on counterparties, guarantees and the actual performance of transaction agreements, the collection of transaction-related information on a regular basis and assessment of risks, risk inspections and stress testing conducted on a regular or irregular basis to implement asset risk classification, enhancement of asset risk classification management, as well as timely actions adopted upon the occurrence of risk events.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
69. FINANCIAL INSTRUMENTS RISK MANAGEMENT (continued)
69.2 Credit risk (continued)
In terms of managing counterparty credit risks of over-the-counter derivative transactions, the Group applies the following measures: (i) strengthening due diligence of counterparties, improving the mechanism for regular return visits and specifying the admission criteria for various types of business counterparties through internal credit rating management; (ii) controlling the counterparty credit risk exposure through credit limit, single transaction size, total business scale and identical client management; (iii) mitigating counterparty risk through collateral, guarantees, netting agreements, etc., for over-the-counter derivative transactions not using Central Counterparty (CCP) settlement; and (iv) timely monitoring changes in counterparty credit exposure based on market changes and stress testing results and preventing the excess or further deterioration of counterparty credit risk exposure through mark-to-market monitoring, margin calls, margin closeout and loss recovery measures.
During the report period, the Group’s impairment assessment was based on an expected credit loss model. The Group applies the simplified approach to measure ECLs on accounts receivable and contract assets that do not contain a significant financing component according to accounting policies and the general approach to measure ECLs on other financial assets such as bank balances, clearing settlement funds, advances to customers, financial assets held under resale agreements, deposits with exchanges and non-bank financial institutions, debt instruments at fair value through other comprehensive income, debt instruments at amortised cost and financial leasing receivables, etc. Under the simplified approach, the Group measures the loss allowance at an amount equal to the lifetime ECL. Under the general approach, the Group measures the allowance of financial assets in the following three stages based on the change in credit risk since initial recognition: Stage 1: 12-month ECL, Stage 2: Lifetime ECL — not credit-impaired and Stage 3: Lifetime ECL — credit-impaired.
The Group considers both quantitative and qualitative information and analysis based on the Group’s historical experience and expert credit risk assessment when determining whether the risk of default has increased significantly since initial recognition.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
69. FINANCIAL INSTRUMENTS RISK MANAGEMENT (continued)
69.2 Credit risk (continued)
Criteria for judging significant increases in credit risk
The Group assesses whether or not the credit risk of the relevant financial instruments has increased significantly since the initial recognition at the end of the reporting period. While determining whether the credit risk has significantly increased since initial recognition or not, the Group takes into account the reasonable and substantiated information that is accessible without exerting unnecessary cost or effort, including qualitative and quantitative analysis based on the historical data of the Group, external credit risk rating, and forward-looking information. Based on the single financial instrument or the combination of financial instruments with similar characteristics of credit risk, the Group compares the risk of default of financial instruments at the end of the reporting period with that on the initial recognition date in order to figure out the changes of default risk in the expected lifetime of financial instruments.
The Group considers a financial instrument to have experienced a significant increase in credit risk when one or more of the following quantitative or qualitative criteria have been met:
- Quantitative criteria mainly refer to the case where debtor’s defaulting days have been over certain days by the end of the reporting period; and the case where mark-to-market ratios are unable to meet certain criteria.
- Qualitative criteria mainly refer to a significant adverse change in debtor’s operation or financial status or their collateral, or debtor being listed on the watch-list.
For securities financing business, the Group considers a financial instrument to have experienced a significant increase in credit risk when one or more of the following quantitative or qualitative criteria have been met:
- The ratio of guarantee maintained lower than 130% for 5 consecutive trading days (inclusive);
- The debtor’s principal or interest overdue for more than 5 trading days;
- The ratio of guarantee maintained lower than 100%; or
- Other circumstances in which the Group considers that credit risk experienced a significant increase.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
69. FINANCIAL INSTRUMENTS RISK MANAGEMENT (continued)
69.2 Credit risk (continued)
Criteria for judging significant increases in credit risk (continued)
For debt securities investments, the Group uses the internal rating method to estimate the probability of default (PD) and the changes of ratings is the main criterion for assessing significant increase in credit risks. Debt securities investments are considered to have significant increase in credit risks and classified under Stage 2 if the latest internal rating of the issuers of debt securities has undergone two notches of downward migration or more, compared with those ratings as at the acquisition date; or if the rating of the issuers or the debt securities is downgraded by the rating institution in the Chinese mainland, and the downgraded level is below A+(inclusive), or below AA- and the outlook is negative. The aforesaid downgrade usually indicates that there has been a significant change in the issuer's main financial indicators, or that the rights of the issuer's major assets have been restricted, such as mortgage, pledge, judicial seizure or freezing, which has a material adverse impact on the issuer's performance ability.
Definition of credit-impaired financial asset
The standard adopted by the Group to determine whether a credit impairment occurs is consistent with the internal credit risk management objectives of the relevant financial instrument, taking into account quantitative and qualitative criteria. When a financial instrument meets one or more of the following criteria as follows, it will be defined as credit-impaired and classified under Stage 3:
- Significant financial difficulty of the issuer of debt securities or the debtor;
- The issuers or debtors of debt securities are in breach of contract, such as defaults on interest or becoming overdue on interest or principal payments;
- The creditor of the debtor, for economic or contractual reasons relating to the debtor's financial difficulty, having granted to the debtor a concession that the creditor would not otherwise consider;
- It is becoming probable that the issuers or debtor will enter bankruptcy or other financial restructuring;
- The disappearance of an active market for that financial asset because of financial difficulties of the issuers or debtors of debt securities; or
- The purchase or origination of a financial asset at a deep discount that reflects the incurred credit losses.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
69. FINANCIAL INSTRUMENTS RISK MANAGEMENT (continued)
69.2 Credit risk (continued)
Definition of credit-impaired financial asset (continued)
The Group considers a financial instrument to be credit-impaired and classified under Stage 3 when one or more of the following quantitative or qualitative criteria have been met:
- The securities financing asset is past due for 22 trading days or more;
- The ratio of guarantee maintained below 100% for ten consecutive trading days (inclusive);
- The internal rate of securities financing assets below D; or
- Other circumstances in which the Group considers that credit impairment has occurred.
Parameters of ECL measurement
According to whether there is a significant increase in credit risk and whether there is an impairment of assets, the Group measures the impairment loss for different assets with ECL of 12 months or the entire lifetime respectively. The key measuring parameters of ECL include PD, loss given default (LGD) and exposure at default (EAD). The Group takes into account the quantitative analysis of historical statistics (such as ratings of counterparties, manners of guarantees and types of collateral, and repayments) and forward-looking information in order to establish the model of PD, LGD and EAD.
Relative definitions are listed as follows:
- PD refers to the possibility that the debtor will not be able to fulfil its obligations of repayment over the next 12 months or throughout the entire remaining lifetime. The Group's PD is adjusted based on the results of the Internal Rating Model of Guangfa Securities Co., Ltd., taking into account the forward-looking information to reflect the debtor's PD under the current macroeconomic environment.
- LGD refers to the Group's expectation of the extent of the loss resulting from the default exposure. Depending on the type of counterparty, the method and priority of the recourse, and the type of collateral, the LGD varies. LGD is the percentage of the loss of EAD when default occurs, calculated based on the next 12 months or throughout the entire remaining lifetime.
- EAD is the amount that the Group should be reimbursed at the time of the default in the next 12 months or throughout the entire remaining lifetime.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
69. FINANCIAL INSTRUMENTS RISK MANAGEMENT (continued)
69.2 Credit risk (continued)
Forward-looking information
The assessment of a significant increase in credit risk and the calculation of ECLs both involve forward-looking information. Through the analysis of historical data, the Group identifies the key economic indicators that affect the credit risk and ECLs of various business types, mainly the China Coincident Index.
The Group preliminarily forecasts key economic indicators under optimistic, neutral and pessimistic scenarios through statistical analysis. Considering the forecasts of domestic and foreign financial institutions for the future economic situation, the Group applies experts' judgement in this process and determines the impact of these economic indicators on the PD and the LGD. The impact of these economic indicators on the PD and the LGD varies for different business. The Group evaluates and forecasts these economic indicators at least annually, and represents its best estimate for the future and regularly monitors the results of the evaluation.
During the reporting period, the Group determined the final macroeconomic scenarios and weights through statistical analysis and expert judgement, also considering the range of possible outcomes represented by each scenario.
As with any economic forecasts, the projections and likelihoods of occurrence are subject to a high degree of inherent uncertainty and therefore the actual outcomes may be significantly different to those projected. The Group considers these forecasts to represent its best estimate of the possible outcomes as at the financial statement date.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
69. FINANCIAL INSTRUMENTS RISK MANAGEMENT (continued)
69.2 Credit risk (continued)
Taking no account of collateral or other credit enhancements, the maximum credit exposure is the carrying amount of financial assets, which is net of impairment allowance. The maximum credit risk exposure of the Group is as follows:
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB' 000 | RMB' 000 | |
| Advances to customers | 144,023,511 | 108,939,926 |
| Accounts receivable | 13,593,549 | 8,604,402 |
| Other accounts receivable and other receivables | 888,461 | 328,038 |
| Financial leasing receivables | 14,820 | 14,087 |
| Amounts due from joint ventures and associates | 150,645 | 74,691 |
| Financial assets held under resale agreements | 27,414,103 | 20,565,244 |
| Financial assets at fair value through profit or loss(i) | 248,182,514 | 167,274,197 |
| Including: Monetary funds | 33,780,043 | 38,817,716 |
| Including: Securities lent to customers | 643,137 | 257,132 |
| Debt instruments at fair value through other comprehensive income | 90,423,733 | 104,334,355 |
| Debt instruments at amortised cost | 1,431 | 35,645 |
| Equity instruments at fair value through other comprehensive income | 2,306 | - |
| Including: Securities lent to customers | 2,306 | - |
| Derivative financial assets(ii) | 26,506,715 | 18,229,471 |
| Deposits with exchanges and non-bank financial institutions | 33,580,694 | 22,681,989 |
| Clearing settlement funds | 49,870,282 | 35,188,242 |
| Bank balances | 195,735,135 | 169,395,629 |
| 830,387,899 | 655,665,916 |
(i) Financial assets at fair value through profit or loss contain only debt securities, monetary funds, bond fund, bond-type wealth management products and securities lent to customers. Securities lent to customers are mainly equity securities, and are therefore listed above separately to show the credit risk exposure.
(ii) Maximum exposure for credit derivatives in extreme cases excluding collaterals and other credit enhancements.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
69. FINANCIAL INSTRUMENTS RISK MANAGEMENT (continued)
69.2 Credit risk (continued)
Analysis of the stages of significant credit risk exposure of the Group is as follows:
| As at 31 December 2025 | ||||
|---|---|---|---|---|
| Stage 1 | ||||
| RMB* 000 | Stage 2 | |||
| RMB* 000 | Stage 3 | |||
| RMB* 000 | Total | |||
| RMB* 000 | ||||
| Advances to customers | 143,920,879 | 101,545 | 1,087 | 144,023,511 |
| Financial assets held under resale agreements | 27,384,432 | 29,671 | - | 27,414,103 |
| Debt instruments at amortised cost | - | - | 1,431 | 1,431 |
| Debt instruments at fair value through other comprehensive income | 90,423,733 | - | - | 90,423,733 |
| Lease receivables | - | - | 14,926 | 14,926 |
| As at 31 December 2024 | ||||
| --- | --- | --- | --- | --- |
| Stage 1 | ||||
| RMB* 000 | Stage 2 | |||
| RMB* 000 | Stage 3 | |||
| RMB* 000 | Total | |||
| RMB* 000 | ||||
| Advances to customers | 108,140,640 | 798,711 | 575 | 108,939,926 |
| Financial assets held under resale agreements | 20,106,652 | 227,126 | 231,466 | 20,565,244 |
| Debt instruments at amortised cost | 15,934 | - | 19,711 | 35,645 |
| Debt instruments at fair value through other comprehensive income | 104,304,355 | - | 30,000 | 104,334,355 |
| Lease receivables | - | - | 14,317 | 14,317 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- FINANCIAL INSTRUMENTS RISK MANAGEMENT (continued)
69.3 Market risks
Market risks faced by the Group refer to the risk that causes loss of the Company's each business as a result of unfavourable changes in market prices, including equity securities price risk, interest rate risk, exchange rate risk and commodity price risk.
In order to manage market risks effectively, the Group determines the policy for the maximum market exposure the Group is willing to assume, based on the risk preference, capital position and risk tolerance. Taking business development plan, business scale and other factors into account, the Group disaggregates risk limits into different investment units through risk limits authorisation management system and each investment unit operates business within the range of risk limits authorisation. When concretely operating the business, the Group comprehensively manage market risks faced by various types of business by means of admission management, size control, concentration, Value at Risk (VaR), sensitivity analysis, stress testing, risk assessment and monitoring of profit and loss. The front desk serves as the first line management directly responsible for market risks, which dynamically manages the market risks resulted from the portion of positions held and actively takes actions to reduce risk exposure or performs risk hedging when the risk exposure is high.
The Risk Management Department is independent of business departments when performing market risk management duty and it sustainably optimises the Group's market risk framework, comprehensively evaluates and dynamically monitors the market risk exposure and changes of the Group and business departments and continuously communicate risk information directly with teams of business departments to discuss risk status and extreme loss scenarios. Meanwhile, market risk conditions and their changes of the Company as a whole and each business department are reported in a timely manner to the Company's management through regular risk reporting.
The Risk Management Department uses a series of quantitative methods to estimate possible losses resulted from market risks, including VaR, sensitivity analysis, stress testing and Expected Shortfall (ES). The Group's VaR is measured using the historical simulation method with a confidence level of 95%. Meanwhile, the Group disaggregates combined VaR based on types of market risk factors in order to have a command of the contribution made by various risk factors to combined market risk. The Group is clearly aware that VaR involves certain limitations because it is a risk indicator. Possible losses in extreme case, such as significant adverse changes on market price and severe risk events, are estimated by means of stress testing or ES, etc.
Interest rate risk
Interest rate risk is the risk of fluctuation in the Group's financial position and cash flows arising from movements in interest rates. The Group's interest-bearing assets mainly include bank balances, clearing settlement funds, deposits with exchanges and non-bank financial institutions and fixed-income investments. Interest-bearing financial liabilities mainly include borrowings, short-term financing payables, due to banks and other financial institutions, financial assets sold under repurchase agreements, accounts payable to brokerage clients and bonds payable. Fixed-income investments of the Group mainly include government bonds, financial bond, interbank negotiable certificates of deposit, medium-term notes, high-quality short-term papers, corporate bonds, asset backed securities, treasury bond futures, interest rate swaps and standard bond forward. In order to manage interest rate risks, the Group uses VaR, stress test and sensitivity indicators (duration, convexity and DV01, etc) to measure and monitor the interest rate risk on a daily basis.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
69. FINANCIAL INSTRUMENTS RISK MANAGEMENT (continued)
69.3 Market risk (continued)
Interest rate risk (continued)
The tables below summarise the Group’s interest-bearing financial assets and liabilities by their remaining terms to repricing or contractual maturity date, whichever is earlier. Other financial assets and liabilities not included below are not exposed to significant interest rate risk.
| As at 31 December 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Less than 1 month RMB¹ 000 | More than 1 month but less than 3 months RMB¹ 000 | More than 3 months but less than 1 year RMB¹ 000 | More than 1 year but less than 5 years RMB¹ 000 | More than 5 years RMB¹ 000 | Non-interest-bearing RMB¹ 000 | Total RMB¹ 000 | |
| Financial assets | |||||||
| Advances to customers | 9,152,040 | 31,851,779 | 101,813,528 | - | - | 1,206,164 | 144,023,511 |
| Investment in an associate at fair value through profit or loss | - | - | - | - | - | 2,093 | 2,093 |
| Amounts due from joint ventures and associates | - | - | - | - | - | 150,645 | 150,645 |
| Accounts receivable | 5,012,045 | - | - | - | - | 8,581,504 | 13,593,549 |
| Debt instruments at fair value through other comprehensive income | 3,993,333 | 2,760,079 | 24,776,074 | 52,612,636 | 5,323,640 | 957,971 | 90,423,733 |
| Financial leasing receivables | - | - | - | - | - | 14,820 | 14,820 |
| Debt instruments at amortised cost | - | - | - | 974 | - | 457 | 1,431 |
| Equity instruments at fair value through other comprehensive income | - | - | - | - | - | 30,509,881 | 30,509,881 |
| Other accounts receivable, other receivables and prepayments | - | - | - | - | - | 888,461 | 888,461 |
| Financial assets held under resale agreements | 20,523,633 | 919,609 | 5,833,901 | - | - | 136,960 | 27,414,103 |
| Financial assets at fair value through profit or loss | 31,997,333 | 36,340,653 | 44,565,907 | 88,968,261 | 42,835,236 | 117,690,041 | 362,397,431 |
| Derivative financial assets | - | - | - | - | - | 5,731,171 | 5,731,171 |
| Deposits with exchanges and non-bank financial institutions | 5,946,101 | - | - | - | - | 27,634,593 | 33,580,694 |
| Clearing settlement funds | 49,376,255 | - | - | - | - | 494,027 | 49,870,282 |
| Bank balances | 166,684,409 | 14,629,387 | 13,871,092 | - | - | 550,247 | 195,735,135 |
| Total | 292,685,149 | 86,501,507 | 190,860,502 | 141,581,871 | 48,158,876 | 194,549,035 | 954,336,940 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
69. FINANCIAL INSTRUMENTS RISK MANAGEMENT (continued)
69.3 Market risk (continued)
Interest rate risk (continued)
| As at 31 December 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Less than 1 month RMB'000 | More than 1 month but less than 3 months RMB'000 | More than 3 months but less than 1 year RMB'000 | More than 1 year but less than 5 years RMB'000 | More than 5 years RMB'000 | Non-interest-bearing RMB'000 | Total RMB'000 | |
| Financial liabilities | |||||||
| Borrowings | 10,008,046 | 932,016 | - | - | - | 16,593 | 10,956,655 |
| Short-term financing payables | 9,698,121 | 19,253,662 | 52,245,611 | - | - | 527,556 | 81,724,950 |
| Due to banks and other financial institutions | 19,604,104 | 1,782,880 | 1,930,000 | - | - | 66,429 | 23,383,413 |
| Accounts payable to brokerage clients | 205,741,938 | - | - | - | - | 21,896,824 | 227,638,762 |
| Other payables and accruals | - | - | - | - | - | 52,583,448 | 52,583,448 |
| Amounts due to joint ventures and associates | - | - | - | - | - | 14,693 | 14,693 |
| Other liabilities | - | - | - | - | - | 2,670,583 | 2,670,583 |
| Financial liabilities at fair value through profit or loss | 4,314,242 | - | - | 59,956 | 128,137 | 45,455,069 | 49,957,404 |
| Derivative financial liabilities | - | - | - | - | - | 15,996,566 | 15,996,566 |
| Financial assets sold under repurchase agreements | 186,780,063 | 1,522,382 | 5,032,727 | - | - | 243,830 | 193,579,002 |
| Lease liabilities | 55 | 2,311 | 26,210 | 719,509 | 161,721 | 2,168 | 911,974 |
| Bonds payable | 51,433 | 4,052,409 | 44,055,673 | 79,631,346 | 9,193,006 | 1,527,473 | 138,511,340 |
| Total | 436,198,002 | 27,545,660 | 103,290,221 | 80,410,811 | 9,482,864 | 141,001,232 | 797,928,790 |
| Net exposure | (143,512,853) | 58,955,847 | 87,570,281 | 61,171,060 | 38,676,012 | 53,547,803 | 156,408,150 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
69. FINANCIAL INSTRUMENTS RISK MANAGEMENT (continued)
69.3 Market risk (continued)
Interest rate risk (continued)
As at 31 December 2024
| As at 31 December 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Less than 1 month RMB*000 | More than 1 month but less than 3 months RMB*000 | More than 3 months but less than 1 year RMB*000 | More than 1 year but less than 5 years RMB*000 | More than 5 years RMB*000 | Non-interest-bearing RMB*000 | Total RMB*000 | |
| Financial assets | |||||||
| Advances to customers | 8,711,660 | 14,928,579 | 84,283,344 | 19,306 | - | 997,037 | 108,939,926 |
| Investment in an associate at fair value through profit or loss | - | - | - | - | - | 2,839 | 2,839 |
| Amounts due from joint ventures and associates | - | - | - | - | - | 74,691 | 74,691 |
| Accounts receivable | 1,446,651 | - | - | - | - | 7,157,751 | 8,604,402 |
| Debt instruments at fair value through other comprehensive income | 254,023 | 2,949,580 | 32,976,115 | 46,995,481 | 20,086,530 | 1,072,626 | 104,334,355 |
| Financial leasing receivables | - | - | - | - | - | 14,087 | 14,087 |
| Debt instruments at amortised cost | - | - | 17,268 | - | - | 18,377 | 35,645 |
| Equity instruments at fair value through other comprehensive income | - | - | - | - | - | 22,317,775 | 22,317,775 |
| Other accounts receivable, other receivables and prepayments | - | - | - | - | - | 328,038 | 328,038 |
| Financial assets held under resale agreements | 12,374,437 | 1,142,505 | 6,572,138 | - | - | 476,164 | 20,565,244 |
| Financial assets at fair value through profit or loss | 18,326,616 | 29,192,720 | 62,316,600 | 38,171,333 | 14,456,478 | 80,357,650 | 242,821,397 |
| Derivative financial assets | - | - | - | - | - | 3,879,447 | 3,879,447 |
| Deposits with exchanges and non-bank financial institutions | 2,833,212 | - | - | - | - | 19,848,777 | 22,681,989 |
| Clearing settlement funds | 34,760,869 | - | - | - | - | 427,373 | 35,188,242 |
| Bank balances | 145,003,364 | 7,874,006 | 16,000,914 | - | - | 517,345 | 169,395,629 |
| Total | 223,710,832 | 56,087,390 | 202,166,379 | 85,186,120 | 34,543,008 | 137,489,977 | 739,183,706 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
69. FINANCIAL INSTRUMENTS RISK MANAGEMENT (continued)
69.3 Market risk (continued)
Interest rate risk (continued)
| As at 31 December 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Less than 1 month RMB* 000 | More than 1 month but less than 3 months RMB* 000 | More than 3 months but less than 1 year RMB* 000 | More than 1 year but less than 5 years RMB* 000 | More than 5 years RMB* 000 | Non-interest-bearing RMB* 000 | Total RMB* 000 | |
| Financial liabilities | |||||||
| Borrowings | 3,048,262 | 1,222,146 | - | - | - | 53,888 | 4,324,296 |
| Short-term financing payables | 14,871,970 | 22,736,230 | 33,908,249 | - | - | 467,070 | 71,983,519 |
| Due to banks and other financial institutions | 12,064,732 | 2,500,000 | - | - | - | 41,126 | 14,605,858 |
| Accounts payable to brokerage clients | 157,511,680 | - | - | - | - | 17,827,975 | 175,339,655 |
| Other payables and accruals | - | - | - | - | - | 35,704,201 | 35,704,201 |
| Amounts due to joint ventures and associates | - | - | - | - | - | 10,191 | 10,191 |
| Other liabilities | - | - | - | - | - | 1,161,565 | 1,161,565 |
| Financial liabilities at fair value through profit or loss | 7,142,668 | - | - | 61,323 | 130,704 | 870,836 | 8,205,531 |
| Derivative financial liabilities | - | - | - | - | - | 6,757,754 | 6,757,754 |
| Financial assets sold under repurchase agreements | 162,095,851 | 1,666,373 | 7,272,902 | - | - | 278,826 | 171,313,952 |
| Lease liabilities | - | 1,455 | 45,226 | 643,767 | 306,610 | 2,495 | 999,553 |
| Bonds payable | 1,154,550 | 7,971,470 | 21,991,818 | 61,408,633 | 9,191,945 | 1,572,561 | 103,290,977 |
| Total | 357,889,713 | 36,097,674 | 63,218,195 | 62,113,723 | 9,629,259 | 64,748,488 | 593,697,052 |
| Net exposure | (134,178,881) | 19,989,716 | 138,948,184 | 23,072,397 | 24,913,749 | 72,741,489 | 145,486,654 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
69. FINANCIAL INSTRUMENTS RISK MANAGEMENT (continued)
69.3 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 assets and liabilities. Assuming interest-bearing assets and liabilities outstanding at the end of the respective reporting period were outstanding for the whole period and other variables held constant, the analysis is to show the impact on profit before income tax and other comprehensive income before income tax due to a 100 basis points increase or decrease in the relevant interest rates. A positive number below indicates an increase in profit before income tax and other comprehensive income before income tax and a negative number indicates a decrease.
| | 2025 RMB' 000 | 2024 RMB' 000 | | --- | --- | --- | | Profit before income tax for the year | | | | Increase by 100bps | (2,547,647) | (2,725,819) | | Decrease by 100bps | 2,633,554 | 2,811,692 | | | 2025 RMB' 000 | 2024 RMB' 000 | | Other comprehensive income before income tax | | | | Increase by 100bps | (2,007,326) | (2,789,871) | | Decrease by 100bps | 2,089,989 | 3,018,526 |
Currency risk
Currency risk is the risk of fluctuation in the fair value of financial instruments or future cash flows arising from adverse movements in foreign exchange rates. The Group's currency risk primarily relates to the Group's operating activities, whose settlements and payments are denominated in foreign currencies different from the Group's functional currency, and its net investment in foreign subsidiaries. Currently, the currency risk arising from the Group's assets and liabilities denominated in foreign currencies is monitored and managed through exposure and VaR, and hedged by foreign currency derivatives. The currency risk of the Group is relatively manageable.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
69. FINANCIAL INSTRUMENTS RISK MANAGEMENT (continued)
69.3 Market risk (continued)
Price risk
Price risk is primarily about the unfavourable changes of share price of equity investments, financial derivative instrument prices, and commodity prices that cause financial loss during the Group’s on-balance and off-balance business. The Group is exposed to price risk which arises from price fluctuation of the financial assets at fair value through profit or loss and the financial assets at fair value through others comprehensive income, mainly including equity investments, shares (with share index included), funds and commodities and related financial derivative instruments such as swaps, futures and options. Other than daily monitoring the investment position, trading and earnings indicators, the Group mainly uses VaR, sensitivity indicators, stress testing indicators in the daily risk monitoring of price risk.
Sensitivity analysis
The analysis below is to show the impact on profit before income tax and other comprehensive income before income tax due to change in the prices of equity securities, funds, convertible bonds, derivatives and collective asset management schemes by 10% with all other variables held constant. A positive number below indicates an increase in profit before income tax and other comprehensive income before income tax and a negative number indicates a decrease.
| | 2025 RMB' 000 | 2024 RMB' 000 | | --- | --- | --- | | Profit before income tax for the year | | | | Increase by 10% | 1,202,815 | 815,879 | | Decrease by 10% | (857,527) | (788,035) | | | 2025 RMB' 000 | 2024 RMB' 000 | | Other comprehensive income before income tax | | | | Increase by 10% | 1,558,955 | 2,225,931 | | Decrease by 10% | (1,558,955) | (2,225,931) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
69. FINANCIAL INSTRUMENTS RISK MANAGEMENT (continued)
69.4 Liquidity risk
Liquidity risk of a security company refers to the risk of failure to obtain sufficient funds at a reasonable cost and in a timely manner to pay the debts as they fall due, perform other payment obligations and satisfy the capital requirements to carry out businesses in the ordinary course. During the Group’s ordinary course of business, the triggers of liquidity risk include poor operations, the lack of asset liquidity, significant mismatch of asset and liability terms, limitation on financing channels, unreasonableness of the financing liability term structure, insufficiency of market liquidity, adverse impacts on the Group’s reputation and effects of other risk types to liquidity risk. Liquidity risk events have strong diffusion and are widespread. Once liquidity risk events occur, the Group must respond in a short time to make emergency decisions and disposal.
As at 31 December 2025 and 31 December 2024, cash and bank deposits and clearing settlement funds held by the Group amounted to RMB169.86 billion and RMB161.82 billion, respectively; and financial assets such as monetary funds, government bonds and short-term financing bills amounted to RMB168.43 billion and RMB95.22 billion, respectively, providing a strong capability of quick liquidation to meet the foreseeable demands on financing liabilities and businesses. Therefore, the Group considers the exposure to liquidity risk to be insignificant.
The Group implements stable liquidity risk preference management strategy to guarantee that the Company will have adequate liquidity reserve and fundraising capability under normal circumstances and in stress scenarios through scientific asset-liability management and fund management, multi-level liquidity reserve, effective liquidity emergency disposal and monitoring and pre-warning about the liquidity risk index to prevent liquidity risk. Measures for liquidity risk management include the following: the Group established a frame for liquidity risk management with the liquidity coverage ratio (LCR) and net stable funding ratio (NSFR) as the core indicator strictly according to the requirements of Guidelines for the Liquidity Risk Management of Listed Companies (證券公司流動性風險管理指引), and based on the control and projection of LCR and NSFR, each of the operational activities is assured to be complied with the requirements of liquidity risk as stated in the regulatory requirements; asset allocation and arrangement of structure of assets and liabilities based on flexible adjustments to prevent the Company from risk of maturity mismatch; established a multiple system of quality assets with ongoing control and maintained an adequate liquidity reserve; constructed a system for risk limits, which includes capital leverage, maturity structure and concentration of financial liabilities and liquidity reserve, and performed routine monitoring and report on indicators; regularly or irregularly evaluated liquidity risk stress testing and carried out liquidity risk drill, optimized and perfected liquidity risk emergency disposal processes and mechanism of the Company.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
69. FINANCIAL INSTRUMENTS RISK MANAGEMENT (continued)
69.4 Liquidity risk (continued)
Currently, the Group has set up two departments for liquidity risk management, namely the treasury department and risk management department. The treasury department is mainly responsible for coordinating sources of funds, addressing capital needs, formulating and optimising financial strategies, implementing liquidity management during daytime and taking initiative to prevent liquidity risks. The risk management department is responsible for performing independent identification, evaluation, measuring and monitoring of liquidity risks of the Group together with management of market risks and credit risks, and paying attention on an ongoing basis to the conversion of other types of risk to liquidity risk. The Group uses concentration control, trading limit control and monitoring the market liquidity of financial instruments held by Group to address the liquidity risk of financial instruments. In order to meet the regulatory requirements, the Group has set up a multi-level, omnidirectional and information-based management system to monitor and control the overall liquidity risk.
Undiscounted cash flows by contractual maturities
The tables below present the cash flows payable by the Group within the remaining contractual maturities as at 31 December 2025 and 31 December 2024. The amounts disclosed in the tables are the contractual undiscounted cash flows. The tables include both interest and principal cash flows. To the extent that interest rates are floating, the undiscounted amount is based on the interest rate at the end of the year.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
69. FINANCIAL INSTRUMENTS RISK MANAGEMENT (continued)
69.4 Liquidity risk (continued)
Undiscounted cash flows by contractual maturities (continued)
As at 31 December 2025
| | On demand RMB'000 | Less than 3 months RMB'000 | 3 months to 1 year RMB'000 | 1 year to 5 years RMB'000 | Over 5 years RMB'000 | Total undiscounted cash flows RMB'000 | Carrying amount RMB'000 | | --- | --- | --- | --- | --- | --- | --- | --- | | Borrowings | - | 10,974,781 | - | - | - | 10,974,781 | 10,956,655 | | Short-term financing payables | - | 29,221,056 | 53,040,145 | - | - | 82,261,201 | 81,724,950 | | Due to banks and other financial institutions | - | 21,464,441 | 1,948,655 | - | - | 23,413,096 | 23,383,413 | | Accounts payable to brokerage clients | 227,638,762 | - | - | - | - | 227,638,762 | 227,638,762 | | Other financial liabilities | 45,835,606 | 5,881,102 | 866,740 | - | - | 52,583,448 | 52,583,448 | | Amounts due to joint ventures and associates | 14,693 | - | - | - | - | 14,693 | 14,693 | | Financial liabilities at fair value through profit or loss | 49,074,303 | - | 191,660 | 691,442 | - | 49,957,404 | 49,957,404 | | Other liabilities | 2,469,913 | - | - | 200,670 | - | 2,670,583 | 2,670,583 | | Financial assets sold under repurchase agreements | - | 188,567,956 | 5,109,267 | - | - | 193,677,223 | 193,579,002 | | Bonds payable | - | 4,749,987 | 46,795,066 | 83,970,865 | 9,783,470 | 145,299,388 | 138,511,340 | | Lease liabilities | - | 88,773 | 241,328 | 579,159 | 63,214 | 972,474 | 911,974 | | Total | 325,033,277 | 260,948,096 | 108,192,861 | 85,442,136 | 9,846,684 | 789,463,053 | 781,932,224 | | Derivative financial liabilities net settlement | - | 4,639,110 | 10,592,321 | 765,135 | - | 15,996,566 | 15,996,566 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- FINANCIAL INSTRUMENTS RISK MANAGEMENT (continued)
69.4 Liquidity risk (continued)
Undiscounted cash flows by contractual maturities (continued)
As at 31 December 2024
| On demand | Less than 3 months | 3 months to 1 year | 1 year to 5 years | Over 5 years | Total undiscounted cash flows | Carrying amount | |
|---|---|---|---|---|---|---|---|
| RMB* 000 | RMB* 000 | RMB* 000 | RMB* 000 | RMB* 000 | RMB* 000 | RMB* 000 | |
| Borrowings | - | 4,340,577 | - | - | - | 4,340,577 | 4,324,296 |
| Short-term financing payables | - | 37,988,975 | 34,423,245 | - | - | 72,412,220 | 71,983,519 |
| Due to banks and other financial institutions | 4,099,779 | 10,517,221 | - | - | - | 14,617,000 | 14,605,858 |
| Accounts payable to brokerage clients | 175,108,950 | 230,705 | - | - | - | 175,339,655 | 175,339,655 |
| Other financial liabilities | 31,850,692 | 2,794,930 | 1,058,579 | - | - | 35,704,201 | 35,704,201 |
| Amounts due to joint ventures and associates | 10,191 | - | - | - | - | 10,191 | 10,191 |
| Financial liabilities at fair value through profit or loss | 7,989,862 | - | - | 71,252 | 144,417 | 8,205,531 | 8,205,531 |
| Other liabilities | 908,462 | - | 111,517 | 141,586 | - | 1,161,565 | 1,161,565 |
| Financial assets sold under repurchase agreements | - | 164,019,225 | 7,427,723 | - | - | 171,446,948 | 171,313,952 |
| Bonds payable | - | 9,967,916 | 24,290,861 | 65,654,580 | 10,118,750 | 110,032,107 | 103,290,977 |
| Lease liabilities | - | 119,935 | 295,172 | 592,144 | 72,714 | 1,079,965 | 999,553 |
| Total | 219,967,936 | 229,979,484 | 67,607,097 | 66,459,562 | 10,335,881 | 594,349,960 | 586,939,298 |
| Derivative financial liabilities net settlement | - | 1,502,344 | 4,102,816 | 1,152,638 | - | 6,757,798 | 6,757,754 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
69. FINANCIAL INSTRUMENTS RISK MANAGEMENT (continued)
69.4 Liquidity risk (continued)
Capital management
The Group’s objectives of capital management are:
- To safeguard the Group’s ability to continue as a going concern so that they can continue to provide returns for shareholders and benefits for other stakeholders;
- To support the Group’s stability and growth;
- To maintain a strong capital base to support the development of their business; and
- To comply with the capital requirements under the PRC and Hong Kong regulations.
In accordance with the Administrative Measures for Risk Control Indicators of Securities Companies (Revised in 2020) (the “Administrative Measures”) issued by the China Securities Regulatory Commission (“CSRC”), the Company is required to meet the following standards for risk indicators on a continual basis:
- Risk coverage ratio (net capital divided by the total risk capital reserves) shall be no less than 100%;
- Capital leverage ratio (core net capital divided by total on-and-off-balance sheet and off-balance-sheet assets) shall be no less than 8%;
- Liquidity coverage ratio (high quality liquidity assets divided by net cash outflow in 30 days) shall be no less than 100%;
- Net stable funding ratio (the available amount of stable funding divided by the required amount of stable funding) shall be no less than 100%;
- The ratio of net capital divided by net assets shall be no less than 20%;
- The ratio of net capital divided by liabilities shall be no less than 8%;
- The ratio of net assets divided by liabilities shall be no less than 10%;
- The ratio of the value of proprietary equity securities and securities derivatives held divided by net capital shall not exceed 100% “equity concentration ratio”); and
- The ratio of the value of proprietary non-equity securities and securities derivatives divided by net capital shall not exceed 500% “non-equity concentration ratio”.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
69. FINANCIAL INSTRUMENTS RISK MANAGEMENT (continued)
69.4 Liquidity risk (continued)
Capital management (continued)
Net capital refers to net assets minus risk adjustments on certain types of assets and liabilities, and add supplemented capital and other adjustments as defined in the Administrative Measures.
As at 31 December 2025 and 2024, the Company maintained the above ratios as follows:
| As at 31.12.2025 | As at 31.12.2024 (restated) | |
|---|---|---|
| Net capital (RMB' 000) | 98,531,066 | 95,860,234 |
| Risk coverage ratio | 231.61% | 276.22% |
| Capital leverage ratio | 11.32% | 13.29% |
| Liquidity coverage ratio | 185.72% | 183.17% |
| Net stable funding ratio | 145.32% | 153.18% |
| The ratio of net capital divided by net assets | 71.60% | 72.88% |
| The ratio of net capital divided by liabilities | 20.00% | 25.06% |
| The ratio of net assets divided by liabilities | 27.93% | 34.38% |
| Equity concentration ratio | 44.13% | 31.55% |
| Non-equity concentration ratio | 364.24% | 296.51% |
The above ratios are calculated based on the financial statements prepared in accordance with the relevant accounting rules and financial regulations applicable to enterprises in the PRC.
Certain subsidiaries of the Group are also subject to capital requirements under the PRC and Hong Kong regulations, imposed by the CSRC and the Hong Kong Securities and Futures Commission, respectively.
The capital of the Group mainly comprises its total equity.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
70. FAIR VALUES OF FINANCIAL INSTRUMENTS
70.1 Fair value hierarchy
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 their entirety, which are described as follows:
Level 1: Inputs are quoted prices (unadjusted) in active market for identical assets or liabilities than 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
Level 3: Inputs are unobservable inputs for the asset or liability
There were no significant transfers between Level 1 and 2 as at 31 December 2025 and 31 December 2024.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
70. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)
70.1 Fair value hierarchy (continued)
As at 31 December 2025
| | Level 1 RMB' 000 | Level 2 RMB' 000 | Level 3 RMB' 000 | Total RMB' 000 | | --- | --- | --- | --- | --- | | Financial assets: | | | | | | Debt instruments at fair value through other comprehensive income: | | | | | | – Debt securities | – | 90,423,733 | – | 90,423,733 | | Equity instruments at fair value through other comprehensive income: | | | | | | – Equity instruments | 15,163,266 | – | 69,422 | 15,232,688 | | – Mutual funds | 407,974 | – | – | 407,974 | | – Perpetual bonds | – | 14,862,176 | – | 14,862,176 | | – Other investments | – | 7,043 | – | 7,043 | | Financial assets at fair value through profit or loss | | | | | | – Equity instruments | 46,329,406 | 2,806,440 | 13,800,406 | 62,936,252 | | – Debt instruments | 117,483 | 185,616,484 | 198,744 | 185,932,711 | | – Mutual funds | 53,318,768 | – | – | 53,318,768 | | – Other investments | – | 59,140,620 | 1,069,080 | 60,209,700 | | Other investment: | | | | | | – Investment in an associate | – | – | 2,093 | 2,093 | | Derivative financial assets | 618,919 | 3,575,966 | 1,536,286 | 5,731,171 | | Total | 115,955,816 | 356,432,462 | 16,676,031 | 489,064,309 | | Financial liabilities: | | | | | | Financial liabilities at fair value through profit or loss | 906,282 | 45,177,853 | – | 46,084,135 | | Financial liabilities designated at fair value through profit or loss | – | 3,476,528 | 396,741 | 3,873,269 | | Derivative financial liabilities | 1,613,188 | 9,894,011 | 4,489,367 | 15,996,566 | | Other liabilities | 903,157 | 1,067,107 | 700,319 | 2,670,583 | | Total | 3,422,627 | 59,615,499 | 5,586,427 | 68,624,553 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
70. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)
70.1 Fair value hierarchy (continued)
As at 31 December 2024
| | Level 1 RMB' 000 | Level 2 RMB' 000 | Level 3 RMB' 000 | Total RMB' 000 | | --- | --- | --- | --- | --- | | Financial assets: | | | | | | Debt instruments at fair value through other comprehensive income: | | | | | | - Debt securities | - | 104,334,355 | - | 104,334,355 | | Equity instruments at fair value through other comprehensive income: | | | | | | - Equity instruments | 13,212,436 | - | 69,151 | 13,281,587 | | - Mutual funds | 720,106 | - | - | 720,106 | | - Perpetual bonds | - | 8,306,758 | - | 8,306,758 | | - Other investments | - | 9,324 | - | 9,324 | | Financial assets at fair value through profit or loss | | | | | | - Equity instruments | 28,905,077 | 2,074,861 | 7,536,505 | 38,516,443 | | - Debt instruments | 625,539 | 108,156,684 | 1,616,833 | 110,399,056 | | - Mutual funds | 56,774,373 | - | - | 56,774,373 | | - Other investments | - | 35,645,693 | 1,485,832 | 37,131,525 | | Other investment: | | | | | | - Investment in an associate | - | - | 2,839 | 2,839 | | Derivative financial assets | 516,475 | 2,132,964 | 1,230,008 | 3,879,447 | | Total | 100,754,006 | 260,660,639 | 11,941,168 | 373,355,813 | | Financial liabilities: | | | | | | Financial liabilities at fair value through profit or loss | 473,407 | 4,046,908 | - | 4,520,315 | | Financial liabilities designated at fair value through profit or loss | - | 2,683,067 | 1,002,149 | 3,685,216 | | Derivative financial liabilities | 768,103 | 3,845,361 | 2,144,290 | 6,757,754 | | Other liabilities | 514,654 | 132,149 | 514,762 | 1,161,565 | | Total | 1,756,164 | 10,707,485 | 3,661,201 | 16,124,850 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
70. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)
70.2 Fair values of the financial assets and financial liabilities that are not measured on a recurring basis
The fair values of financial assets and financial liabilities not measured at fair value on a recurring basis are estimated using the discounted cash flow method.
Except for the financial liabilities disclosed below, the carrying amounts of the financial assets and financial liabilities not measured at fair value on a recurring basis approximate to their fair values as at 31 December 2025 and 31 December 2024.
| As at 31 December 2025 | |||
|---|---|---|---|
| Carrying amount RMB* 000 | Fair value RMB* 000 | Fair value hierarchy | |
| Bonds payable — corporate bonds | 98,459,975 | 100,040,738 | Level 1 |
| Bonds payable — subordinated bonds | 21,834,989 | 21,927,199 | Level 1 |
| As at 31 December 2024 | |||
| --- | --- | --- | --- |
| Carrying amount RMB* 000 | Fair value RMB* 000 | Fair value hierarchy | |
| Bonds payable — corporate bonds | 85,633,820 | 87,544,890 | Level 1 |
| Bonds payable — subordinated bonds | 12,700,164 | 12,864,628 | Level 1 |
70.3 Basis for recurring fair value measurement categorise within Level 1
For the measurement for Level 1, the Group adopts the quoted price in active markets.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
70. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)
70.4 Valuation techniques used and the qualitative information of key parameters for recurring fair value measurement categorised within Level 2
For debt instruments at fair value through profit or loss and at fair value through other comprehensive income whose value is available on the bond pricing system of related registration and clearing institutions on the valuation date, the fair value is measured using the latest valuation results published by the bond pricing system.
For private funds, asset management schemes and other investments without an available value in active markets that are classified as financial instruments at fair value through profit or loss or financial assets at fair value through other comprehensive income, the fair value is determined by most recent transaction price, the net asset value (NAV) provided by managers and valuation techniques. The inputs of those manager-provided NAV and valuation techniques include observable quoted price in market, yield curves, liquidity discount by China Securities Index Company Limited, etc., which are all observable.
For derivative financial instruments without an active market, the fair value is determined by discounting the future cash flows using market interest rates or exchange rates of similar derivative instruments, based on the terms and maturities of each contract. For equity return swaps, the fair value is determined by reference to the returns calculated from the public quotation of the underlying investment of the relevant contracts.
During the year ended 31 December 2025, there were no significant changes of valuation techniques for Level 2.
70.5 Valuation techniques used and the qualitative and quantitative information of key parameters for recurring fair value measurements categorized within Level 3
For instruments, such as debt instruments, restricted shares, unlisted equity investments, other investments, financial liabilities and derivatives, the Group adopts the quotation from counterparties or valuation techniques to determine the fair values. Valuation techniques include discounted cash flow analysis, net value model, discounted bid prices, market multiples, the risk pricing model, and Black Scholes model, etc. The fair value measurement of these financial instruments may involve unobservable inputs such as future cash flow, net value of underlying investment, volatility and liquidity discount. The fair values of the financial instruments in Level 3 were not significantly sensitive to a reasonable change in these unobservable inputs.
During the year ended 31 December 2025, there were no significant changes of valuation techniques for Level 3.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)
70.5 Valuation techniques used and the qualitative and quantitative information of key parameters for recurring fair value measurements categorised within Level 3 (continued)
The quantitative information of fair value measurement for level 3 is as follows:
| Financial assets/financial liabilities | Fair value as at | Significantunobservableinput(s) | Relationship ofunobservable input tofair value | ||
|---|---|---|---|---|---|
| 31 December2025RMB*000 | 31 December2024RMB*000 | Valuation technique(s) | |||
| 1) Financial assets | |||||
| Debt instruments | 198,744 | 1,616,833 | Discounted cash flows | Future cash flow | The higher the future cash flow,the higher the fair value |
| Equity instruments | 10,875,365 | 5,288,901 | Market approach | Discount for lack ofMarketability andValuation multiples | The higher the discount, the lowerthe fair value;The higher the valuationmultiples, the higher the fair value |
| Equity instruments | 1,602,112 | 2,316,755 | Net Value Model | The net value of theunderlying investment | The higher the net value of theunderlying investment, the higherthe fair value |
| Equity instruments | 1,392,351 | - | Discounted cash flows | Future cash flow | The higher the future cash flow,the higher the fair value |
| Over-the-counter("OTC") options | 1,335,666 | 1,201,882 | Black Scholes Model | The volatility of theunderlying investment | The higher the volatility of theunderlying investment, the greaterimpact on the fair value |
| Equity return swaps | 199,759 | 24,004 | Net Value Model | The net value of theunderlying investment | The higher the net value of theunderlying investment, the higherthe fair value |
| Structured notes | 855 | 3,905 | Black Scholes Model | The volatility of theunderlying investment | The higher the volatility of theunderlying investment, the greaterimpact on the fair value |
| Other investments | 1,144 | 1,145 | Discounted cash flows | Future cash flow | The higher the future cash flow,the higher the fair value |
| Other investments | 1,067,936 | 1,484,687 | Net Value Model | The net value of theunderlying investment | The higher the net value of theunderlying investment, the higherthe fair value |
| Currency swaps | 6 | 217 | Quotation price | Quotation price | The higher the quotation price,the higher the fair value |
| Investment in anassociate | 2,093 | 2,839 | Market approach | Discount for lack ofMarketability and Valuationmultiples | The higher the discount, the lowerthe fair value;The higher the valuationmultiples, the higher the fair value |
| 16,676,031 | 11,941,168 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
70. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)
70.5 Valuation techniques used and the qualitative and quantitative information of key parameters for recurring fair value measurements categorised within Level 3 (continued)
The quantitative information of fair value measurement for level 3 is as follows: (continued)
| Financial assets/financial liabilities | Fair value as at | Significant unobservable input(s) | Relationship of unobservable input to fair value | ||
|---|---|---|---|---|---|
| 31 December 2025 RMB*000 | 31 December 2024 RMB*000 | Valuation technique(s) | |||
| 2) Financial liabilities | |||||
| Over-the-counter (“OTC”) options | 3,637,356 | 1,907,402 | Black Scholes Model | The volatility of the underlying investment | The higher the volatility of the underlying investment, the greater impact on the fair value |
| Equity return swaps | 787,547 | 188,617 | Net Value Model | The net value of the underlying investment | The higher the net value of the underlying investment, the higher the fair value |
| Structured notes | 216,142 | 834,752 | Black Scholes Model | The volatility of the underlying investment | The higher the volatility of the underlying investment, the greater impact on the fair value |
| Structured notes | 218,547 | 215,668 | Net Value Model | The net value of the underlying investment | The higher the net value of the underlying investment, the higher the fair value |
| Third-party interests | 700,319 | 514,762 | Net Value Model | The net value of the underlying investment | The higher the net value of the underlying investment, the higher the fair value |
| Currency swaps | 22,560 | - | Quotation price | Quotation price | The higher the quotation price, the higher the fair value |
| Credit default swap | 3,956 | - | Discounted cash flows | Future cash flow | The higher the future cash flow, the higher the fair value |
| 5,586,427 | 3,661,201 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
70. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)
70.6 Reconciliation of Level 3 fair value measurements
For the year ended 31 December 2025
| Financial assets at fair value through profit or loss RMB'000 | Financial assets at fair value through other comprehensive income RMB'000 | Financial liabilities at fair value through profit or loss RMB'000 | Derivative financial assets RMB'000 | Derivative financial liabilities RMB'000 | Other liabilities RMB'000 | |
|---|---|---|---|---|---|---|
| At 1 January 2025 | 10,639,170 | 69,151 | (1,002,149) | 1,230,008 | (2,144,290) | (514,762) |
| Total gains/losses | 107,267 | 271 | (151,943) | 348,780 | (2,478,169) | (105,770) |
| - Profit or loss | 107,267 | - | (151,943) | 348,780 | (2,478,169) | (105,770) |
| - Other comprehensive income | - | 271 | - | - | - | - |
| Additions | 7,011,480 | - | - | 229,283 | (1,042,472) | (80,000) |
| Settlements/disposals | (2,245,302) | - | 757,351 | (271,785) | 1,175,564 | 213 |
| Transfers into Level 3 | 830,085 | - | - | - | - | - |
| Transfers out of Level 3 | (1,274,470) | - | - | - | - | - |
| As at 31 December 2025 | 15,068,230 | 69,422 | (396,741) | 1,536,286 | (4,489,367) | (700,319) |
| Total unrealised gains/losses for the year for assets/liabilities held as at 31 December 2025 | (51,251) | - | (63,220) | 348,781 | (2,478,169) | (107,729) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
70. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)
70.6 Reconciliation of Level 3 fair value measurements
For the year ended 31 December 2024
| Financial | ||||||
|---|---|---|---|---|---|---|
| Financial assets at fair value through profit or loss RMB*000 | assets at fair value through other comprehensive income RMB*000 | Financial liabilities at fair value through profit or loss RMB*000 | Derivative financial assets RMB*000 | Derivative financial liabilities RMB*000 | Other liabilities RMB*000 | |
| At 1 January 2024 | 16,382,510 | 73,449 | (2,561,791) | 2,393,491 | (1,591,090) | (856,162) |
| Total gains/losses | (2,368,108) | (4,935) | (298,606) | (943,575) | 173,891 | (14,465) |
| - Profit or loss | (2,368,108) | - | (298,606) | (943,575) | 173,891 | (14,465) |
| - Other comprehensive income | - | (4,935) | - | - | - | - |
| Additions | 287,611 | 637 | (51,825) | 26,134 | (1,046,176) | - |
| Settlements/disposals | (2,778,321) | - | 2,125,741 | (246,042) | 319,085 | 355,865 |
| Transfers into Level 3 | 1,923,046 | - | (215,668) | - | - | - |
| Transfers out of Level 3 | (2,807,568) | - | - | - | - | - |
| As at 31 December 2024 | 10,639,170 | 69,151 | (1,002,149) | 1,230,008 | (2,144,290) | (514,762) |
| Total unrealised gains/losses for the year for assets/liabilities held as at 31 December 2024 | ||||||
| - Included in profit or loss | (1,819,524) | - | (158,661) | (943,575) | 173,891 | (30,903) |
Note: The equity securities traded on stock exchanges with lock-up periods and targeted asset management plans holding listed shares with lock-up periods were transferred out of Level 3 when the lock-up periods lapsed and they became unrestricted.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
71. SCOPE OF CONSOLIDATION
71.1 General information of subsidiaries
Details of the Group’s principal subsidiaries at the end of the year are set out below:
| Name of principal subsidiary | Type of legal entity registered | Place and date of incorporation/establishment | Effective equity interest held by the Group as at 31 December | Share capital/registered and paid-up capital as at 31 December 2025 | Principal activities | Countries of principal activities | |
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||
| 康登明发有限公司 | |||||||
| GF Futures Co., Ltd.* (1) | 有限责任公司 | ||||||
| Limited liability company | PRC | ||||||
| 23 March 1993 | 100% | 100% | RMB2,050,000,000 | Commodity futures brokerage, financial futures brokerage, investment consulting and asset management | PRC | ||
| 康登商贸有限公司 | |||||||
| GF Commodities Co., Ltd.* | 有限责任公司 | ||||||
| Limited liability company | PRC | ||||||
| 3 April 2013 | 100% | 100% | RMB550,000,000 | Trading and trading agent | PRC | ||
| 康登明发(香港)有限公司 | |||||||
| GF Futures (Hong Kong) Co., Limited | 有限责任公司 | ||||||
| Limited liability company | Hong Kong | ||||||
| 8 May 2006 | 100% | 100% | HKD1,021,000,000 | Futures brokerage | Hong Kong | ||
| GF Financial Markets (UK) Limited | 有限责任公司 | ||||||
| Limited liability company | United Kingdom | ||||||
| 2 February 1976 | 100% | 100% | GBP55,969,014 | Commodities and futures brokerage | United Kingdom | ||
| 康登松和投资有限公司 | |||||||
| GF Qianhe Investment Co., Ltd.* (1) | 有限责任公司 | ||||||
| Limited liability company | PRC | ||||||
| 11 May 2012 | 100% | 100% | RMB7,103,500,000 | Project investment, investment management | PRC | ||
| 康登融资租赁(南美)有限公司 | |||||||
| Guangfa Financial Leasing (Guangdong) Co., Ltd.* (1) | 有限责任公司 | ||||||
| Limited liability company | PRC | ||||||
| 5 June 2015 | 100% | 100% | RMB800,000,000 | Financial leasing | PRC | ||
| 康登基金管理有限公司 | |||||||
| GF Fund Management Co., Ltd.* (1) | 有限责任公司 | ||||||
| Limited liability company | PRC | ||||||
| 5 August 2003 | 54.53% | 54.53% | RMB140,978,000 | Fund raising, fund sales and assets management | PRC | ||
| 康登國際資產管理有限公司 | |||||||
| GF International Investment Management Limited | 有限责任公司 | ||||||
| Limited liability company | Hong Kong | ||||||
| 10 December 2010 | 54.53% | 54.53% | HKD500,000,000 | Asset management | Hong Kong | ||
| 瑞元资本管理有限公司 | |||||||
| Ruiyuan Capital Management Co., Ltd.* | 有限责任公司 | ||||||
| Limited liability company | PRC | ||||||
| 14 June 2013 | 54.53% | 54.53% | RMB75,000,000 | Project investment, investment management and investment advisory | PRC |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
71. SCOPE OF CONSOLIDATION(continued)
71.1 General information of subsidiaries(continued)
| Name of principal subsidiary | Type of legal entity registered | Place and date of incorporation/establishment | Effective equity interest held by the Group as at 31 December | Share capital/registered and paid-up capital as at 31 December 2025 | Principal activities | Countries of principal activities | |
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||
| 廣發控股(香港)有限公司 | 有限責任公司 | Hong Kong | 100% | 100% | HKD10,337,000,000 | Investment holding | Hong Kong |
| GF Holdings (Hong Kong) Corporation Limited(1) | Limited liability company | 14 June 2006 | |||||
| 廣發投資(香港)有限公司 | 有限責任公司 | Hong Kong | 100% | 100% | HKD5,000,000 | Investment holding | Hong Kong |
| GF Investments (Hong Kong) Company Limited | Limited liability company | 21 September 2011 | |||||
| 廣發融資(香港)有限公司 | 有限責任公司 | Hong Kong | 100% | 100% | HKD190,000,000 | Advisory services | Hong Kong |
| GF Capital (Hong Kong) Limited | Limited liability company | 14 July 2006 | |||||
| 廣發資產管理(香港)有限公司 | 有限責任公司 | Hong Kong | 100% | 100% | HKD515,000,000 | Asset management | Hong Kong |
| GF Asset Management (Hong Kong) Limited | Limited liability company | 14 July 2006 | |||||
| 廣發證券(香港)經紀有限公司 | 有限責任公司 | Hong Kong | 100% | 100% | HKD4,200,000,000 | Securities brokerage | Hong Kong |
| GF Securities (Hong Kong) Brokerage Limited | Limited liability company | 14 July 2006 | |||||
| 廣發財富管理(香港)有限公司 | 有限責任公司 | Hong Kong | 100% | 100% | HKD25,000,000 | Financial management | Hong Kong |
| GF Wealth Management (Hong Kong) Limited | Limited liability company | 20 November 2014 | |||||
| 廣發證券(加拿大)有限公司 | 有限責任公司 | Canada | 100% | 100% | CAD16,400,000 | Financial management | Canada |
| GF Securities (Canada) Company Limited | Limited liability company | 10 March 2014 | |||||
| 廣發信息諮詢服務(深圳)有限公司 | 有限責任公司 | PRC | 100% | 100% | RMB10,000,000 | Advisory services | PRC |
| GF Information Consulting Services (Shenzhen) Co., Ltd. | Limited liability company | 1 April 2014 | |||||
| GF Beacon Capital Management Ltd. | 有限責任公司 | British Virgin Islands | 100% | 100% | USD100 | Equity Investment | Hong Kong |
| Limited liability company | 3 September 2014 | ||||||
| 廣發投資(開曼)有限公司 | 有限責任公司 | Cayman Islands | 100% | 100% | USD600,000 | Investment advisor | Hong Kong |
| GF Investments (Cayman) Company Limited | Limited liability company | 8 September 2011 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- SCOPE OF CONSOLIDATION (continued)
71.1 General information of subsidiaries (continued)
| Name of principal subsidiary | Type of legal entity registered | Place and date of incorporation/establishment | Effective equity interest held by the Group as at 31 December 2025 | Share capital/registered and paid-up capital as at 31 December 2025 | Principal activities | Countries of principal activities |
|---|---|---|---|---|---|---|
| 强健全球营本有限公司 | ||||||
| GF Global Capital Limited | 有限责任公司 | |||||
| Limited liability company | Hong Kong | |||||
| 26 November 2015 | 100% | 100% | HKD3,500,000,000 | Investment trading | ||
| Canton Fortune Limited | 有限责任公司 | |||||
| Limited liability company | Hong Kong | |||||
| 3 December 2015 | 100% | 100% | USD6,510,410 | Investment holding | ||
| GF GTEC INVESTMENT MANAGEMENT LTD | 有限责任公司 | |||||
| Limited liability company | Cayman Islands | |||||
| 13 May 2016 | 100% | 100% | USD100 | Asset management | ||
| GF Optimus Ltd. (2) | 有限责任公司 | |||||
| Limited liability company | British Virgin Islands | |||||
| 26 February 2016 | 100% | 100% | USD0 | Equity Investment | ||
| GF Global Partners Ltd | 有限责任公司 | |||||
| Limited liability company | Cayman Islands | |||||
| 31 August 2015 | 100% | 100% | USD0.01 | Investment holding | ||
| GFGI Limited | 有限责任公司 | |||||
| Limited liability company | Cayman Islands | |||||
| 23 December 2016 | 100% | 100% | USD0.01 | Equity investment | ||
| GF Global Investment Fund I, L.P. (Note 1) | 有限合夥 | |||||
| Limited partnership | Cayman Islands | |||||
| 25 September 2015 | 50.50% | 50.50% | USD40,678,424 | Equity investment | ||
| 强健信德投资管理有限公司 | ||||||
| GF Xinde Investment Management Co., Ltd. (1) | 有限责任公司 | |||||
| Limited liability company | PRC | |||||
| 3 December 2008 | 100% | 100% | RMB2,800,000,000 | Equity investment, provide financial advisory services of equity investment to customers | ||
| 珠海强健信德新界复建老式投资基金(有限合夥) | 有限合夥 | |||||
| Limited partnership | PRC | |||||
| 11 July 2015 | 40% | 40% | RMB30,604,137.73 | Equity investment | ||
| GFXD Shimage Pump Industry Fund L.P. (Note 1) | ||||||
| 珠海强健信德批氧醇像老式股票投资中心(有限合夥) | 有限合夥 | |||||
| Limited partnership | PRC | |||||
| 28 October 2015 | 60% | 60% | RMB177,298,067.22 | Equity investment | ||
| Zhuhai GF Xinde Aodong Medical Industry Equity Investment Centre L.P. (Note 1) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
71. SCOPE OF CONSOLIDATION (continued)
71.1 General information of subsidiaries (continued)
| Name of principal subsidiary | Type of legal entity registered | Place and date of incorporation/establishment | Effective equity interest held by the Group as at 31 December | Share capital/registered and paid-up capital as at 31 December 2025 | Principal activities | Countries of principal activities | |
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||
| 中山廣鹽信德公用環保央層投資企業(有限合夥) | 有限合夥 Limited partnership | PRC 30 September 2015 | 60% | 60% | RMB178,463,409.87 | Equity investment | PRC |
| Zhongshan GF Xinde Public Utilities Environment Protection Mezzanine Investment Partnership L.P.* (Note 1) | |||||||
| 珠海廣鹽信德今燦股權投資基金(有限合夥) | 有限合夥 Limited partnership | PRC 13 June 2016 | 50% | 50% | RMB109,188,169.25 | Equity investment | PRC |
| Zhuhai GF Xinde Jinyuan Equity Investment Fund L.P.* (Note 1) | |||||||
| 廣鹽証券資產管理(廣東)有限公司 | 有限責任公司 Limited liability company | PRC 2 January 2014 | 100% | 100% | RMB1,000,000,000 | Asset management | PRC |
| GF Securities Asset Management (Guangdong) Co., Ltd.*(1) | |||||||
| GF Canada Holdings Company Limited | 有限責任公司 Limited liability company | Canada 26 February 2018 | 100% | 100% | CAD4,560,266 | Investment holding | Canada |
| Ever Glory Limited | 有限責任公司 Limited liability company | Cayman Islands 23 January 2018 | 100% | 100% | USD1 | Investment trading | Hong Kong |
| Ever Alpha Fund L.P. (Note 1) | 有限合夥 Limited partnership | Cayman Islands 23 January 2018 | 21.43% | 21.43% | USD70,000,000 | Equity Investment | Hong Kong |
| GF Financial Holdings BVI Ltd. | 有限責任公司 Limited liability company | British Virgin Islands 21 January 2021 | 100% | 100% | USD1 | Financing | Hong Kong |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
71. SCOPE OF CONSOLIDATION (continued)
71.1 General information of subsidiaries (continued)
| Name of principal subsidiary | Type of legal entity registered | Place and date of incorporation/establishment | Effective equity interest held by the Group as at 31 December | Share capital/registered and paid-up capital as at 31 December 2025 | Principal activities | Countries of principal activities | |
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||
| GF Futures (Singapore) Pte. Ltd. | 有限责任公司 | ||||||
| Limited liability company | Singapore | ||||||
| 21 March 2025 | 100% | - | SGD270,000,00 | Commodity futures brokerage and trading, foreign exchange brokerage and trading | Singapore | ||
| 福信傲慢投资基金管理(集资)有限公司 | |||||||
| Ruichen Equity Investment Fund Management (Guangdong) Co., Ltd.* | 有限责任公司 | ||||||
| Limited liability company | PRC | ||||||
| 22 December 2025 | 54.53% | - | RMB100,000,000 | Private equity investment fund management and venture capital fund management services | PRC |
- These subsidiaries do not have official English names. English names are translated for identification purposes only.
(1) These subsidiaries are directly held by the Company.
(2) As at 31 December 2025, the capital of GF Optimus Ltd. is nil.
The above table lists the subsidiaries of the Group which, in the opinion of the Directors, principally affected the results or assets of the Group.
Note 1: The Group holds certain financial interests in such limited partnership and acts as its general partner to exercise control over its operations according to the partnership agreement. The Group's financial interests in the limited partnership expose the Group to significant variable return and such partnership is regarded as a consolidated structured entity of the Group. The effective equity interest in the subsidiary represents the equity interest held directly or indirectly by the Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
71. SCOPE OF CONSOLIDATION (continued)
71.2 Details of a non-wholly owned subsidiary that has material non-controlling interests
The table below shows the details of a non-wholly-owned subsidiary, GF Fund, which was acquired in 2014, and has material non-controlling interests before certain intragroup adjustments:
| Name of subsidiary | Place of establishment and principal place of business | Proportion of ownership interests and voting rights held by non-controlling interests | Profit allocated to non-controlling interests | Non-controlling interests as at | |||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 RMB'000 | 2024 RMB'000 | 31.12.2025 RMB'000 | 31.12.2024 RMB'000 | ||
| GF Fund | PRC/Chinese Mainland | 45.47% | 45.47% | 1,251,904 | 909,185 | 6,330,701 | 5,466,457 |
Summarised financial information in respect of GF Fund that has material non-controlling interests is set out below. The summarised financial information below represents amounts before intragroup adjustments.
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB'000 | RMB'000 | |
| Total assets | 21,753,907 | 18,450,494 |
| Total liabilities | 7,830,078 | 6,427,496 |
| Equity attributable to owners of GF Fund | 13,923,829 | 12,022,998 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
71. SCOPE OF CONSOLIDATION (continued)
71.2 Details of a non-wholly owned subsidiary that has material non-controlling interests (continued)
| | Year ended 31 December 2025 RMB' 000 | Year ended 31 December 2024 RMB' 000 | | --- | --- | --- | | Total revenue and other income | 8,551,609 | 7,267,976 | | Total expenses | (4,936,029) | 4,632,498 | | Profit for the year | 2,753,454 | 1,999,673 | | Profit attributable to owners of GF Fund | 2,753,454 | 1,999,673 | | Profit attributable to the non-controlling interests of GF Fund | - | - | | Profit for the year | 2,753,454 | 1,999,673 | | Other comprehensive income attributable to owners of GF Fund | (6,756) | 4,727 | | Other comprehensive income for the year | (6,756) | 4,727 | | Total comprehensive income attributable to owners of GF Fund | 2,746,698 | 2,004,400 | | Total comprehensive income attributable to the non-controlling interests of GF Fund | - | - | | Total comprehensive income for the year | 2,746,698 | 2,004,400 | | Dividends paid to non-controlling interests of GF Fund | 384,588 | 384,588 | | Net cash inflow from operating activities | 1,733,356 | 985,903 | | Net cash outflow from investing activities | (99,638) | (129,951) | | Net cash outflow from financing activities | (918,582) | (906,837) | | Effect of foreign exchange rate changes | 9,564 | 96 | | Net cash inflow/(outflow) | 724,700 | (50,789) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
71. SCOPE OF CONSOLIDATION (continued)
71.3 Consolidated structured entities
As at 31 December 2025, except for structured entities mentioned in note 71.1, the Group consolidated 86 structured entities (31 December 2024: 82). For those structured entities where the Group is involved as manager or as investor, the Group has significant variable interests in them and the Group is able to exercise control over their operations.
As at 31 December 2025, the total net assets of the consolidated structured entities were RMB46,689.80 million (31 December 2024: RMB33,071.57 million), the carrying amounts of the interests held by the Group in these consolidated structured entities were RMB44,019.21 million (31 December 2024: RMB31,910.01 million), the carrying amounts of the interests held by third parties in these consolidated structured entities were RMB2,670.58 million (31 December 2024: RMB1,161.56 million). Interests held by third parties in these consolidated structured entities were classified as other liabilities in consolidated financial statements.
71.4 Newly established subsidiaries
During the year, GF Futures Co., Ltd. has newly established a subsidiary named GF Futures (Singapore) Pte. Ltd.
During the year, GF Fund Management Co., Ltd. has newly established a subsidiary, Ruichen Equity Investment Fund Management (Guangdong) Co., Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
| | Borrowings RMB* 000 (Note 44) | Short-term financing payables RMB* 000 (Note 45) | Bonds payable RMB* 000 (Note 54) | Dividends payable and interest payable for the perpetual subordinated bonds RMB* 000 (Note 50) | Lease liabilities RMB* 000 (Note 20) | | --- | --- | --- | --- | --- | --- | | At 1 January 2025 | 4,324,296 | 71,983,519 | 103,290,977 | 905,190 | 999,553 | | Financing cash flows | 6,571,460 | 8,393,282 | 32,098,514 | (5,145,201) | (364,694) | | Foreign exchange | (191,530) | (329,922) | (94,732) | - | (2,251) | | Interest expenses | 252,429 | 1,675,321 | 3,208,921 | - | 33,678 | | Other non-cash movements | - | 2,750 | 7,660 | - | 245,688 | | Dividend declared | - | - | - | 5,105,701 | - | | At 31 December 2025 | 10,956,655 | 81,724,950 | 138,511,340 | 865,690 | 911,974 | | | Borrowings RMB* 000 (Note 44) | Short-term financing payables RMB* 000 (Note 45) | Bonds payable RMB* 000 (Note 54) | Dividends payable and interest payable for the perpetual subordinated bonds RMB* 000 (Note 50) | Lease liabilities RMB* 000 (Note 20) | | At 1 January 2024 | 6,838,049 | 45,363,288 | 103,580,495 | 444,900 | 970,183 | | Financing cash flows | (3,002,811) | 22,948,673 | (3,672,682) | (4,269,116) | (379,017) | | Foreign exchange | 109,719 | 77,736 | 31,694 | - | 2,653 | | Interest expenses | 379,339 | 1,289,594 | 3,386,670 | - | 41,310 | | Other non-cash movements | - | 2,304,228 | (35,200) | - | 364,424 | | Dividend declared | - | - | - | 4,729,406 | - | | At 31 December 2024 | 4,324,296 | 71,983,519 | 103,290,977 | 905,190 | 999,553 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
73. STATEMENT OF FINANCIAL POSITION AND RESERVES OF THE COMPANY
Statement of financial position
| | As at 31.12.2025 RMB' 000 | As at 31.12.2024 RMB' 000 | | --- | --- | --- | | Non-current assets | | | | Property and equipment | 2,465,543 | 2,640,271 | | Right-of-use assets | 907,590 | 887,819 | | Investment properties | 266,627 | 222,628 | | Other intangible assets | 370,329 | 380,066 | | Investments in subsidiaries | 25,125,140 | 23,115,831 | | Investments in associates | 998,948 | 998,948 | | Investments in joint ventures | 41,671 | 139,861 | | Equity instruments at fair value through other comprehensive income | 30,468,891 | 22,274,964 | | Advances to customers | - | 20,240 | | Financial assets at fair value through profit or loss | 720,232 | 1,157,046 | | Deferred tax assets | 1,170,186 | 448,375 | | Total non-current assets | 62,535,157 | 52,286,049 | | Current assets | | | | Debt instruments at amortised cost | - | 12,441 | | Debt instruments at fair value through other comprehensive income | 84,851,887 | 101,897,060 | | Advances to customers | 142,393,475 | 108,080,889 | | Accounts receivable | 6,311,567 | 5,639,480 | | Other accounts receivable, other receivables and prepayments | 1,070,242 | 415,131 | | Amounts due from subsidiaries | 13,271,416 | 10,211,317 | | Amounts due from joint ventures and associates | 33,396 | 12,975 | | Financial assets held under resale agreements | 13,341,311 | 12,990,873 | | Financial assets at fair value through profit or loss | 274,105,721 | 188,790,086 | | Derivative financial assets | 3,107,070 | 2,708,133 | | Deposits with exchanges and non-bank financial institutions | 2,710,458 | 1,520,540 | | Clearing settlement funds | 46,556,108 | 31,415,043 | | Bank balances | 139,116,363 | 119,795,881 | | Total current assets | 726,869,014 | 583,489,849 | | Total assets | 789,404,171 | 635,775,898 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- STATEMENT OF FINANCIAL POSITION AND RESERVES OF THE COMPANY (continued)
Statement of financial position (continued)
| As at | As at | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| RMB' 000 | RMB' 000 | |
| Current liabilities | ||
| Short-term financing payables | 66,580,706 | 66,767,345 |
| Financial liabilities at fair value through profit or loss | 44,720,624 | 539,203 |
| Due to banks and other financial institutions | 13,751,295 | 10,506,079 |
| Accounts payable to brokerage clients | 163,665,791 | 125,761,799 |
| Accrued staff costs | 3,637,258 | 2,889,171 |
| Other accounts payable, other payables and accruals | 37,555,284 | 28,977,925 |
| Contract liabilities | 43,554 | 44,054 |
| Amounts due to subsidiaries | 5,168,053 | 4,480,761 |
| Provisions | 797,817 | 33,519 |
| Current tax liabilities | 548,361 | 165,870 |
| Derivative financial liabilities | 12,980,214 | 5,652,253 |
| Financial assets sold under repurchase agreements | 168,980,092 | 157,350,945 |
| Bonds payable | 49,646,694 | 32,682,851 |
| Lease liabilities | 195,566 | 188,109 |
| Total current liabilities | 568,271,309 | 436,039,884 |
| Net current assets | 158,597,705 | 147,449,965 |
| Total assets less current liabilities | 221,132,862 | 199,736,014 |
| Non-current liabilities | ||
| Financial liabilities at fair value through profit or loss | 664,554 | 328,747 |
| Accrued staff costs | 3,680,907 | 3,112,710 |
| Bonds payable | 83,273,203 | 68,451,769 |
| Lease liabilities | 457,968 | 421,907 |
| Total non-current liabilities | 88,076,632 | 72,315,133 |
| Net assets | 133,056,230 | 127,420,881 |
| Capital and reserves | ||
| Share capital | 7,605,846 | 7,621,088 |
| Other equity instruments | 26,600,000 | 26,600,000 |
| Capital reserve | 31,437,128 | 31,655,495 |
| Treasury shares | — | (233,609) |
| Investment revaluation reserve | 2,402,549 | 2,932,937 |
| General reserves | 34,753,618 | 31,350,659 |
| Retained profits | 30,257,089 | 27,494,311 |
| Total equity | 133,056,230 | 127,420,881 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
73. STATEMENT OF FINANCIAL POSITION AND RESERVES OF THE COMPANY (continued)
Movements in the Company's reserves
Capital reserve
As at 31 December 2025
| Opening RMB* 000 | Addition RMB* 000 | Closing RMB* 000 | |
|---|---|---|---|
| Share premium | 31,653,403 | (218,367) | 31,435,036 |
| Others | 2,092 | – | 2,092 |
| 31,655,495 | (218,367) | 31,437,128 |
As at 31 December 2024
| Opening RMB* 000 | Addition RMB* 000 | Closing RMB* 000 | |
|---|---|---|---|
| Share premium | 31,679,003 | (25,600) | 31,653,403 |
| Others | 2,092 | – | 2,092 |
| 31,681,095 | (25,600) | 31,655,495 |
Investment revaluation reserve
| As at 31.12.2025 RMB* 000 | As at 31.12.2024 RMB* 000 | |
|---|---|---|
| At the beginning of the year | 2,932,937 | 904,536 |
| Equity instruments at fair value through other comprehensive income: | ||
| Net fair value changes during the year | 832,394 | 2,072,324 |
| Income tax impact | (208,099) | (516,959) |
| Debt instruments at fair value through other comprehensive income: | ||
| Net fair value changes during the year | (816,786) | 1,921,783 |
| Reclassification adjustment to profit or loss on disposal | (238,672) | (824,514) |
| Changes in allowance for expected credit losses | (4,868) | (59,774) |
| Income tax impact | 265,082 | (259,374) |
| Other comprehensive income reclassified to retained profits | (359,439) | (305,085) |
| At the end of the year | 2,402,549 | 2,932,937 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
73. STATEMENT OF FINANCIAL POSITION AND RESERVES OF THE COMPANY (continued)
Movements in the Company's reserves (continued)
General reserves
As at 31 December 2025
| Opening RMB’000 | Addition RMB’000 | Closing RMB’000 | |
|---|---|---|---|
| Statutory reserve | 10,196,249 | 1,133,678 | 11,329,927 |
| Discretionary reserve | 169,428 | – | 169,428 |
| Reserve for general risk | 10,596,207 | 1,135,603 | 11,731,810 |
| Transaction risk reserve | 10,388,775 | 1,133,678 | 11,522,453 |
| 31,350,659 | 3,402,959 | 34,753,618 |
As at 31 December 2024
| Opening RMB’000 | Addition RMB’000 | Closing RMB’000 | |
|---|---|---|---|
| Statutory reserve | 9,246,504 | 949,745 | 10,196,249 |
| Discretionary reserve | 169,428 | – | 169,428 |
| Reserve for general risk | 9,645,039 | 951,168 | 10,596,207 |
| Transaction risk reserve | 9,439,030 | 949,745 | 10,388,775 |
| 28,500,001 | 2,850,658 | 31,350,659 |
Retained profits
| As at 31.12.2025 RMB’000 | As at 31.12.2024 RMB’000 | |
|---|---|---|
| At the beginning of the year | 27,494,311 | 25,808,515 |
| Profit for the year | 10,527,411 | 8,576,187 |
| Appropriation to general reserves | (3,402,959) | (2,850,658) |
| Ordinary shares’ dividends recognised as distribution | (3,802,923) | (3,042,338) |
| Distribution to other equity instrument holders | (918,190) | (1,302,480) |
| Other comprehensive income reclassified to retained profits | 359,439 | 305,085 |
| At the end of the year | 30,257,089 | 27,494,311 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- OUTSTANDING LITIGATIONS
As at 31 December 2025, the Group was involved as a defendant in certain lawsuits and arbitration with claim amounts of approximately RMB3,532.50 million (31 December 2024: RMB4,065.18 million). Additionally, the Group was involved in a special representative litigation, where the ultimate claim amount remained uncertain. Based on the court’s ruling, the opinions of legal representatives, and the judgment of the management, the provisions recognized by the Group for the aforementioned outstanding litigation and arbitration cases during the reporting period were disclosed in Note 51.
- EVENTS AFTER THE END OF THE REPORTING PERIOD
(1) On 14 January 2026, the Company completed the placement of 219 million H shares, with each share having a par value of RMB1.00 and a placement price of HKD18.15 per share.
(2) On 14 January 2026, the Company completed the issuance of H-share convertible bonds. The total principal amount was HKD2.15 billion. The issue price was 101% of the bond principal, with no coupon rate. The maturity date was 12 January 2027.
(3) On 19 January 2026, the Company completed the issuance of 2026 public offering of subordinated bonds to professional investors (Tranche 1) amounting to RMB1.72 billion, with an annual interest rate of 2.00% and a term of 3-year.
(4) On 23 January 2026, the Company completed the issuance of 2026 public offering of short-term corporate bonds to professional investors (Tranche 1) amounting to RMB3.00 billion, with an annual interest rate of 1.68% and a term of 365-day.
(5) On 2 February 2026, the Company completed the issuance of 2026 non-public offering of corporate bonds to professional investors (Tranche 1) amounting to RMB5.32 billion, with an annual interest rate of 1.90% and a term of 506-day.
(6) On 6 February 2026, the Company completed the issuance of 2026 public offering of short-term corporate bonds to professional investors (Tranche 2) amounting to RMB6.00 billion, with an annual interest rate of 1.69% and a term of 362-day.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- EVENTS AFTER THE END OF THE REPORTING PERIOD (continued)
(7) On 10 February 2026, the Company completed the issuance of 2026 public offering of perpetual subordinated bonds to professional investors (Tranche 1) amounting to RMB3.00 billion, with an annual interest rate of 2.32%.
(8) On 6 March 2026, the Company completed the issuance of 2026 public offering of corporate bonds to professional investors (Tranche 1) which type 1 amounting to RMB2.85 billion, with an annual interest rate of 1.80% and a term of 3-year and type 2 amounting to RMB2.35 billion, with an annual interest rate of 1.94% and a term of 5-year.
(9) On 12 March 2026, the Company completed the issuance of 2026 public offering of short-term corporate bonds to professional investors (Tranche 3) which type 1 amounting to RMB1.60 billion, with an annual interest rate of 1.61% and a term of 344-day and type 2 amounting to RMB5.40 billion, with an annual interest rate of 1.62% and a term of 365-day.
(10) On 23 March 2026, the Company completed the issuance of 2026 public offering of perpetual subordinated bonds to professional investors (Tranche 2) amounting to RMB4.04 billion, with an annual interest rate of 2.30%.
(11) In accordance with the 2025 profit distribution plan approved by the Board of Directors on 30 March 2026, the Company proposed cash dividends of RMB5.00 per 10 shares (inclusive of tax) to shareholders based on the number of shares held as at the record date. The proposed profit distribution plan is subject to the approval of the Company's shareholders at the forthcoming annual meeting.
- APPROVAL OF THE FINANCIAL STATEMENTS
The consolidated financial statements were approved and authorised for issue by the Board of Directors on 30 March 2026.
Annual Report 2025 年度報告
GF SECURITIES CO., LTD.