海银财富2022年度报告

*Not for trading, but only in connection with the listing on the Nasdaq Global Market of Americandepositary shares. Table of Contents Securities registered or to be registered pursuant to Section 12(g) of the Act: Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as ofthe close of the period covered by the annual report. 47,750,000 ordinary shares (excluding 8,250,000 ordinary shares issued to the depositary for bulk issuanceof ADSs, par value US$0.0001 per share, as of June 30, 2023). Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act.☐Yes☒No If this report is an annual or transition report, indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.☐Yes☒No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP,indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards† provided pursuant to Section 13(a) of theExchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the FinancialAccounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive-based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing: If “Other” has been checked in response to the previous question, indicate by check mark which financialstatement item the registrant has elected to follow.☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).☐Yes☒No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THEPAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed bySections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securitiesunder a plan confirmed by a court.☐Yes☐No TABLE OF CONTENTS PART I 5ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.5ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE5ITEM 3.KEY INFORMATION5ITEM 4.INFORMATION ON THE COMPANY64ITEM 4A. UNRESOLVED STAFF COMMENTS103ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS103ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES120ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS129ITEM 8.FINANCIAL INFORMATION130ITEM 9.THE OFFER AND LISTING131ITEM 10. ADDITIONAL INFORMATION131ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK146ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES147PART II150ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES150ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERSAND USE OF PROCEEDS150ITEM 15. CONTROLS AND PROCEDURES150ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT151ITEM16B.CODE OF ETHICS152ITEM16C.PRINCIPAL A