《中国金融市场 Chinese Financial Markets》补充阅读文献：china-capital-markets-ftse-201106

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Introduction At the time of our last capital markets report in 2007, China was riding an unprecedented bull market. Since then, stock markets have been destabilised by the global financial crisis and equity valuations have still yet to recover to the peaks of that time. Nevertheless, in absolute size China’s equities markets have now grown to a significant level, from USD 400 billion in 2005, to USD 4 trillion in 2010. This growth has been fuelled by more than 500 initial public offerings, including the listings of China’s largest banks. Shanghai now has some of the world’s largest companies represented on its bourse. As the global financial crisis is consigned to history, longer term factors are now coming into play. With pricing remaining a concern, and few large unlisted companies left to sustain the IPO boom, attention is turning to China’s plans for capital account liberalisation and the potential implications for the future development of equities, bonds and derivative products. Over the past three years several new products and innovations have been introduced and the market response has in many cases been dramatic. We can see that when the government and regulatory authorities act, things can happen quickly and any would-be investor needs to be committed and ready to act to take advantage of the opening up of different asset classes. A lot has changed, but China is still a young market with huge potential for further growth in all asset classes. Simon Gleave Partner in Charge Financial Services KPMG China Donald Keith Deputy CEO FTSE Group © 2011 KPMG, a Hong Kong partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. © 2011 KPMG, a Hong Kong partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 2 | China’s Capital Markets - The changing landscape

China's Capital Markets -The changing landscape 3 Executive summary Chinas total stock market capitalisation has risen more than tenfold in the past six years to USD 4.2 trillion at the end of Q1 2011. While preparations for the long-awaited International Board are underway, the formal introduction of chiNext and of stock Index Futures has broadened the market for both domestic and overseas investors The equity market has been evolving and growing towards a more even mix of investor classes, with institutions such as investment funds pension funds, insurance companies, corporates, sovereign wealth funds and Qualified Foreign Institutional Investors(QFlls) playing a more pr nt role Despite their relatively small market share, QFlls important in China s equity market in terms of enhancing fundamental esearch and market sophistication. As the QFl pool keeps growing, the Iq nd to USD 30 billion before long The recent development of offshore renminbi business in Hong Kong marks the beginning of a new stage in the promotion and internationalisation of the Chinese currency in offshore markets. While Shanghai looks set to emerge as a global financial centre in its own right, the financial cooperation between Hong Kong and Shanghai will continue to strengthen through further cross-border investments and dual/ cross-listing of shares, ETFs and other securities in both markets Although China s corporate sector remains highly dependent on bank financing there is growing interest in corporate bonds. We expect this growth to continue, particularly if there is further tightening of the bank and regulatory environment While many financial products are in their infancy, the growth in the market for stock index futures shows the level of pent-up demand and how new products can emerge and soak up demand once approved and successfully launched Acknowledgements This report would not have been possible without the generous insights of FTSE Group (equities section) and Dagong Global Credit (bonds section) Contributors: Stuart Leckie and Yuri Zhou, Stirling Finance: Jessie Pak and FTSE Group, Jialin Chen, Dagong Global Credit, Chris arshall and Hong Chen, KPMG China Editor: Mike Hurle. KPMG China Design: Pui Lam Chan, KPMG China 0 2011 KPMG, a Hong Kong partnership and a member firm of the KPMG network of independent member firms affiated with KPMG Intemational Cooperatie ( KPMG International ), a Swiss entity. All rights reserved

Executive summary Acknowledgements This report would not have been possible without the generous insights of FTSE Group (equities section) and Dagong Global Credit (bonds section). Contributors: Stuart Leckie and Yuri Zhou, Stirling Finance; Jessie Pak and FTSE Group, Jialin Chen, Dagong Global Credit, Chris Marshall and Hong Chen, KPMG China. Editor: Mike Hurle, KPMG China Design: Pui Lam Chan, KPMG China China’s total stock market capitalisation has risen more than tenfold in the past six years to USD 4.2 trillion at the end of Q1 2011. While preparations for the long-awaited International Board are underway, the formal introduction of ChiNext and of Stock Index Futures has broadened the market for both domestic and overseas investors. The equity market has been evolving and growing towards a more even mix of investor classes, with institutions such as investment funds, pension funds, insurance companies, corporates, sovereign wealth funds and Qualified Foreign Institutional Investors (QFIIs) playing a more prominent role. Despite their relatively small market share, QFIIs are increasingly important in China’s equity market in terms of enhancing fundamental research and market sophistication. As the QFII pool keeps growing, the total quota is expected to expand to USD 30 billion before long. The recent development of offshore renminbi business in Hong Kong marks the beginning of a new stage in the promotion and internationalisation of the Chinese currency in offshore markets. While Shanghai looks set to emerge as a global financial centre in its own right, the financial cooperation between Hong Kong and Shanghai will continue to strengthen through further cross-border investments and dual / cross-listing of shares, ETFs and other securities in both markets. Although China’s corporate sector remains highly dependent on bank financing, there is growing interest in corporate bonds. We expect this growth to continue, particularly if there is further tightening of the bank and regulatory environment. While many financial products are in their infancy, the growth in the market for stock index futures shows the level of pent-up demand and how new products can emerge and soak up demand once approved and successfully launched. © 2011 KPMG, a Hong Kong partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. © 2011 KPMG, a Hong Kong partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. China’s Capital Markets - The changing landscape | 3

By the end of Q1 2011, the combined market capitalisation of China’s Shanghai and Shenzhen bourses surpassed USD 4.2 trillion1 , a significant rise compared to USD 400 billion in July 2005. Combined, these bourses have surpassed the Tokyo Stock Exchange, which stood at USD 3.6 trillion at the same quarter end. More than 2,000 companies are now listed on the Shanghai or Shenzhen stock exchanges. However, the period since 2005 has been far from smooth sailing. If anything, China’s equity markets have been characterised by far greater volatility in these years, than in the preceding decade and a half. Price swings have shown a relatively low correlation to the overall performance of the economy and leading corporations, whose earnings have remained healthy. Having recorded dramatic gains in 2006 and 2007, the markets turned bearish in 2008 and are still to recover to their 2007 peaks. While the overall impact on China from the global financial crisis (GFC) was short lived, there was a sustained slide in the market for China equities, which only ended in October 2008. The market continued to fluctuate from then until the first quarter of 2011, with overall performance weak despite far higher levels of turnover. Equity markets Table 1: Number of listed entities at the end of 2010 Source: Stirling Finance Limited. * Please refer to the rest of this report for details. Securities Type Shanghai Shenzhen Total Shares A Shares 895 473 1,368 B Shares 54 54 108 Small and Medium Enterprise Board* 0 531 531 ChiNext* 0 153 153 Bonds 505 191 696 Investment Funds 13 93 106 Hong Kong H Shares 163 Red Chips 102 Non-H Share Mainland Private Enterprises 327 1 Source: World Federation of Exchanges. © 2011 KPMG, a Hong Kong partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. © 2011 KPMG, a Hong Kong partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. China’s Capital Markets - The changing landscape | 5

6 China's Capital Markets-The changing landscape A Shares continue to play the central role in Chinas stock market story. These enminbi ( RMB)-denominated shares, which can only be traded by mainland Chinese nationals and Qualified Foreign Institutional Investors (QFlls), continue to overshadow the much smaller foreig cy B Share market, which is available to domestic retail investors with access to foreign currency, as well as to foreigner Having been eclipsed by the introduction of QFlls, the role of b shares appears to ave diminished further since the gFc and there is continued market speculation on a future merger of the a and b share markets Graph 1: Market Capitalisation of Chinas Stock Exchanges(USD, billion) 3,500 2751 1,500 1336 Shanghai Hong Kong Source: FTSE, Stirling Finance Limited, as at end March 2011 Index, a measure of the b share market, rose by a less impressive 237 percent ove that period. On average, A Shares traded at a p/E ratio of 18 as at the end of 2010, a healthy figure compared to 48 at the a Share markets peak in 2007. This also compares favourably with the current P/E ratio of 42 for the listings on the sme board in Shenzhen. The SME Board is a special board for small and medium-sized companies which wish to raise capital. Launched in 2004, it had 53 listed companies as at the end of 2010. Though the board has brought many small companies to market, it has had a bumpy ride since 2006. Slightly lagging behind the a share market, the SmE market peaked in January 2008 before dropping to a low point in November 2008. Since then, there has been a steady recovery. Graph 2: FTSE China A All-Share Index and FTsE China B All-Share Index (USD, Total Return) 18,000 16.000 8.000 4,000 2.000 FTSE China A Alkshare Index FTSE China B All-Share Index Source: FTSE Group, data as at the end of March 2011 0 2011 KPMG, a Hong Kong partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG international"), a Swiss entity. All rights reserved

A Shares continue to play the central role in China’s stock market story. These renminbi (RMB)-denominated shares, which can only be traded by mainland Chinese nationals and Qualified Foreign Institutional Investors (QFIIs), continue to overshadow the much smaller foreign currency B Share market, which is available to domestic retail investors with access to foreign currency, as well as to foreigners. Having been eclipsed by the introduction of QFIIs, the role of B Shares appears to have diminished further since the GFC and there is continued market speculation on a future merger of the A and B Share markets. Graph 1: Market Capitalisation of China’s Stock Exchanges (USD, billion) Source: FTSE, Stirling Finance Limited, as at end March 2011. 3,500 2,500 1,500 500 3,000 2,000 1,000 0 Shanghai 2,904 Shenzhen 1,336 Hong Kong 2,751 The FTSE China A All-Share Index, which gauges China’s A Share market, surged 324 percent from July 2006 to October 2007, while the FTSE China B All-Share Index, a measure of the B Share market, rose by a less impressive 237 percent over that period. On average, A Shares traded at a P/E ratio of 18 as at the end of 2010, a healthy figure compared to 48 at the A Share market’s peak in 2007. This also compares favourably with the current P/E ratio of 42 for the listings on the SME Board in Shenzhen. The SME Board is a special board for small and medium-sized companies which wish to raise capital. Launched in 2004, it had 531 listed companies as at the end of 2010. Though the Board has brought many small companies to market, it has had a bumpy ride since 2006. Slightly lagging behind the A Share market, the SME market peaked in January 2008 before dropping to a low point in November 2008. Since then, there has been a steady recovery. Graph 2: FTSE China A All-Share Index and FTSE China B All-Share Index (USD, Total Return) Source: FTSE Group, data as at the end of March 2011. Jul 06 Nov 06 Mar 07 Jul 07 Nov 07 Mar 08 Jul 08 Nov 08 Mar 09 Jul 09 Nov 09 Mar 10 Jul 10 Nov 10 Mar 11 18,000 14,000 10,000 6,000 2,000 16,000 12,000 8,000 4,000 0 FTSE China A All-Share Index FTSE China B All-Share Index © 2011 KPMG, a Hong Kong partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. © 2011 KPMG, a Hong Kong partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 6 | China’s Capital Markets - The changing landscape

Chinas Capital Markets-The changing landscape |7 Many important a Share companies are also listed on the Hong Kong Stock Exchange(HKEx), as H Shares. Besides H-Shares, other China-related companies listed in Hong Kong include Red Chips, companies incorporated in Hong Kong which have at least 30 percent of their equity held directly or indirectly by mainland Chinese entities, and at least 50 percent of their sales revenue or operating assets derived from mainland China. H Shares traditionally traded at a discount to their a Share counterparts, but since 2007 there has been a dramatic narrowing premium due to the relative underperformance of a shares The changing investor landscape China' s equity markets are evolving towards a more even mix of investor classes. In some respects, institutional investors have now taken over from retail investors as the major force driving equity markets. The role of both domestic and foreign institutions is growing, as investment funds, pension funds, insurance companies, corporates, sovereign wealth funds(SWFs)and QFlls all look to increase their allocations to Chinese equities Nevertheless, retail investors continue to represent a sizable portion of the market. KPMG comment Total household savings in China hit RMB 31 trillion at the end of 2010, much of which has shifted between savings and stocks plus mutual funds. At the end of The number of investment funds 2010, institutions held total savings of RMB 25 trillion. They conduct around 40 China has grown substantially, percent of the trading by volume and own about 60 percent of Chinas tradable with many managers partly shares by value. As retail investors tend to follow the investment trends of owned by international firms institutional investors, any significant movement by institutional investors still has We see this as a positive the potential to trigger volatility in the market indication of the maturing of At the beginning of 2011, 60 fund houses were managing a total of 707 mutual expect the growth of investment funds authorised by the China Securities Regulatory Commission(CSRC), with total funds to continue in the coming ssets hitting RMB 2. 4 trillion for open-ended funds and RMB 1.4 trillion for close- decade ended funds. Equity funds and balanced funds accounted for 55 percent and 20 ercent of the open-ended fund universe respectively, with bond funds and fund-of- funds taking much of the remaining 25 percent In addition to retail fund business, segregated account business mandated by high-end individuals and corporations with special investment requirements have become more prevalent since 2007. The total fund size for segregated accounts reached RMB 60 billion in December 2010, and the 10 best performing accounts managed to reward their investors with a return of 24 percent for the year. 4 Insurance companies have also built up assets at a fast pace, reaching RMB 4.9 trillion at the end of 2010. Up to 20 percent of these assets can be invested in equities and equity funds. In general, insurers have been quite active and, given the nature of their business, inclined towards long-term, stable investment The total assets of China s supplemental pensions (enterprise annuities)also ncreased to RMB 300 billion at the end of 2010, and under current regulations up to 30 percent of this amount can be invested in equities Private equity(PE) funds have also taken strong equity positions in China, perhaps partly because of the difficulties they face in obtaining controlling stakes in target companies. At the end of 2010, the number of active Pe funds exceeded 600 with otal assets of RMB 10 billion under the management of 300 managers. Statistics show over two-thirds of those funds however have at least half of their assets llocated into the stock market and some 10 percent of the funds held more than 90 percent of their assets in stocks. The existing 286 PE funds yielded an average eturn of 10.6 percent in 2010. 7 released by CIRC China insurance Regulatory Commission). 8 Data released by MoHRSS (Ministry of 0 2011 KPMG, a Hong Kong partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG international"), a Swiss entity. All rights reserved

Many important A Share companies are also listed on the Hong Kong Stock Exchange (HKEx), as H Shares. Besides H-Shares, other China-related companies listed in Hong Kong include Red Chips, companies incorporated in Hong Kong, which have at least 30 percent of their equity held directly or indirectly by mainland Chinese entities, and at least 50 percent of their sales revenue or operating assets derived from mainland China. H Shares traditionally traded at a discount to their A Share counterparts, but since 2007 there has been a dramatic narrowing in the A-H premium due to the relative underperformance of A Shares. The changing investor landscape China’s equity markets are evolving towards a more even mix of investor classes. In some respects, institutional investors have now taken over from retail investors as the major force driving equity markets. The role of both domestic and foreign institutions is growing, as investment funds, pension funds, insurance companies, corporates, sovereign wealth funds (SWFs) and QFIIs all look to increase their allocations to Chinese equities. Nevertheless, retail investors continue to represent a sizable portion of the market. Total household savings in China hit RMB 31 trillion at the end of 2010, much of which has shifted between savings and stocks plus mutual funds. At the end of 2010, institutions held total savings of RMB 25 trillion. They conduct around 40 percent of the trading by volume and own about 60 percent of China’s tradable shares by value.2 As retail investors tend to follow the investment trends of institutional investors, any significant movement by institutional investors still has the potential to trigger volatility in the market. At the beginning of 2011, 60 fund houses were managing a total of 707 mutual funds authorised by the China Securities Regulatory Commission (CSRC), with total assets hitting RMB 2.4 trillion for open-ended funds and RMB 1.4 trillion for closeended funds.3 Equity funds and balanced funds accounted for 55 percent and 20 percent of the open-ended fund universe respectively, with bond funds and fund-offunds taking much of the remaining 25 percent. In addition to retail fund business, segregated account business mandated by high-end individuals and corporations with special investment requirements have become more prevalent since 2007. The total fund size for segregated accounts reached RMB 60 billion in December 2010, and the 10 best performing accounts managed to reward their investors with a return of 24 percent for the year.4 Insurance companies have also built up assets at a fast pace, reaching RMB 4.9 trillion at the end of 2010.5 Up to 20 percent of these assets can be invested in equities and equity funds. In general, insurers have been quite active and, given the nature of their business, inclined towards long-term, stable investment opportunities. The total assets of China’s supplemental pensions (enterprise annuities) also increased to RMB 300 billion at the end of 2010,6 and under current regulations up to 30 percent of this amount can be invested in equities. Private equity (PE) funds have also taken strong equity positions in China, perhaps partly because of the difficulties they face in obtaining controlling stakes in target companies. At the end of 2010, the number of active PE funds exceeded 600 with total assets of RMB 10 billion under the management of 300 managers. Statistics show over two-thirds of those funds, however, have at least half of their assets allocated into the stock market and some 10 percent of the funds held more than 90 percent of their assets in stocks. The existing 286 PE funds yielded an average return of 10.6 percent in 2010.7 2 China Securities Depository and Clearing Corporation Limited. 3 Wind, CMS China Research Department. 4 www.simuwang.com 5 Data released by CIRC (China Insurance Regulatory Commission). 6 Data released by MoHRSS (Ministry of Human Resources and Social Security). 7 Data released by PE Fund Data Center, CBN Research. KPMG comment The number of investment funds in China has grown substantially, with many managers partly owned by international firms. We see this as a positive indication of the maturing of China’s capital markets and expect the growth of investment funds to continue in the coming decade. © 2011 KPMG, a Hong Kong partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. © 2011 KPMG, a Hong Kong partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. China’s Capital Markets - The changing landscape | 7

8 China's Capital Markets-The changing landscape The role of ofll The Chinese government introduced the Qualified Foreign Institutional Investor (QFII) system in 2002 to permit overseas institutional investors to buy into domestic-listed equity and debt markets. Prior to this, foreign investors were only flowed to invest through the B-Share market. as a gateway into the domesti market, the system currently allows more than 100 international institutions comprising banks, trust companies, insurers, asset managers, securities firms sovereign wealth funds, pension funds and endowment funds to invest in Chinas securities markets. It is understood that another 100 or more applicants are waiting At the end of 2010, the total quota approved by the state Administration of Foreign Exchange (SAFE)had reached USD 19.7 billion, and the government has pledged to expand the quota to an eventual total of USD 30 billion In terms of actual investment, QFll funds traditionally implement a relatively stable investment performance, QFlls in general underperformed as a whole -though at the same time, slightly less volatility was also evident. The average annual return on QFll funds for the past 4 years was 124 percent, -65 percent, 78 percent and-11 percent respectively, compared to 163 percent, -64 percent, 103 percent,-4 percent for the benchmark FTSE China a All-Share Index over the same period The market share of QFlls has been increasing since the beginning of 2011 due to quota holders optimistic view of the A-Share market. Though QFll holdings still only account for less than 2 percent of total stock market holdings, their influence fa outweighs their relative size. They are watched closely by many domestic investors due to the depth of their fundamental research and relatively sophisticated approach to risk management and selection Shanghai International Board Overseas companies are not yet able to list directly in China, although several have expressed a desire to be among the first to list on Shanghai's proposed International Board Before launching the International Board, China's regulators need to formulate listing rules and market regulations addressing the preparation of financial statements, management discussion and analysis, and audit requirements. The following are some of the key points to be clarified Accounting Standards approach: In particular, will non-Chinese entities need to use Chinese GAAP, will a reconciliation approach be required if other GAAP are accepted, and how do Chinese market regulators plan to enforce the interpretations of IFRS if IFRS are accepted? The role of non-Chinese audit firms: Will the regulators establish criteria for non-Chinese accounting firms to audit non-Chinese companies listing in the PRC? Disclosures, management discussion and analysis: For example, will non-Chinese entities be required to meet the disclosure requirements as domestic listed entities and be subject to the same review methodology on their IPO prospectuses? Will Chinese language prospectus and disclosures be required? Once the rules for an International Board are released, we expect to see a number of companies seeking to tap the quidity of China s savings market through local listing. As these issues are clarified, there could be many implications to non-Chinese entities looking to raise capital on China s equity markets 0 2011 KPMG, a Hong Kong partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG international"), a Swiss entity. All rights reserved

The role of QFII The Chinese government introduced the Qualified Foreign Institutional Investor (QFII) system in 2002 to permit overseas institutional investors to buy into domestic-listed equity and debt markets. Prior to this, foreign investors were only allowed to invest through the B-Share market. As a gateway into the domestic market, the system currently allows more than 100 international institutions comprising banks, trust companies, insurers, asset managers, securities firms, sovereign wealth funds, pension funds and endowment funds to invest in China’s securities markets. It is understood that another 100 or more applicants are waiting for approval. At the end of 2010, the total quota approved by the State Administration of Foreign Exchange (SAFE) had reached USD 19.7 billion, and the government has pledged to expand the quota to an eventual total of USD 30 billion. In terms of actual investment, QFII funds traditionally implement a relatively stable and high equity allocation strategy. Under normal circumstances, QFII positions are maintained at levels of 70 to 90 percent in A Shares. With regard to actual investment performance, QFIIs in general underperformed as a whole — though at the same time, slightly less volatility was also evident. The average annual return on QFII funds for the past 4 years was 124 percent, -65 percent, 78 percent and -11 percent respectively, compared to 163 percent, -64 percent, 103 percent, -4 percent for the benchmark FTSE China A All-Share Index over the same period. The market share of QFIIs has been increasing since the beginning of 2011 due to quota holders’ optimistic view of the A-Share market. Though QFII holdings still only account for less than 2 percent of total stock market holdings, their influence far outweighs their relative size. They are watched closely by many domestic investors due to the depth of their fundamental research and relatively sophisticated approach to risk management and selection. Shanghai International Board Overseas companies are not yet able to list directly in China, although several have expressed a desire to be among the first to list on Shanghai’s proposed International Board. Before launching the International Board, China’s regulators need to formulate listing rules and market regulations addressing the preparation of financial statements, management discussion and analysis, and audit requirements. The following are some of the key points to be clarified: • Accounting Standards approach: In particular, will non-Chinese entities need to use Chinese GAAP, will a reconciliation approach be required if other GAAP are accepted, and how do Chinese market regulators plan to enforce the interpretations of IFRS if IFRS are accepted? • The role of non-Chinese audit firms: Will the regulators establish criteria for non-Chinese accounting firms to audit non-Chinese companies listing in the PRC? • Disclosures, management discussion and analysis: For example, will non-Chinese entities be required to meet the same disclosure requirements as domestic listed entities and be subject to the same review methodology on their IPO prospectuses? Will Chinese language prospectus and disclosures be required? Once the rules for an International Board are released, we expect to see a number of companies seeking to tap the liquidity of China’s savings market through local listing. As these issues are clarified, there could be many implications to non-Chinese entities looking to raise capital on China’s equity markets. © 2011 KPMG, a Hong Kong partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. © 2011 KPMG, a Hong Kong partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 8 | China’s Capital Markets - The changing landscape

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