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Annual Report Disclosed by the Company? 2020 國泰君安証券股份有限公司 GUOTAI JUNAN SECURITIES CO. LTD. （A joint stock company incorporated in the People's Republic of China with limited liability） Important Notice I. The Board, Supervisory Committee, Directors, supervisors and senior management of the Company warrant that the contents of this report are true, accurate and complete, without any misrepresentation, misleading statements or material omissions, and severally and jointly bear the legal responsibilities thereof. II. The Absent Directors Positions held by Names of the Reasons given by the absent directors absent directors the absent directors Names of proxies Non-executive Director Guan Wei Business engagement Liu Xinyi Non-executive Director Zhong Maojun Business engagement Liu Xinyi Non-executive Director Zhou Hao Business engagement Yu Jian III. KPMG Huazhen LLP issued a standard unqualified audit report to the Company. IV. HE Qing, the person in charge of the Company, and WANG Song, the person in charge of accounting affairs and LUAN Jinchang, the person in charge of the accounting department (head of the accounting department) of the Company, warrant the truthfulness, accuracy and completeness of the financial statements contained in this report. V. The profit distribution proposal or the proposal on transfer of the capital reserve fund into capital, within the Reporting Period, was approved by the Board The Company’s profit distribution proposal for the year of 2020 is as follows: based on the total share capital of the Company recorded on the date of the dividend distribution, the Company shall distribute cash dividends of RMB5.6 (tax included) for every 10 shares to holders of A Shares and holders of H Shares. As the conversion period for convertible corporate bonds began on 8 January 2018, the total share capital of the Company recorded on the date of dividend distribution for holders of A Share cannot be currently ascertained. Pursuant to the Implementation Rules of the Shanghai Stock Exchange for the Repurchase of Shares by Listed Companies 《上海證券交易所上市公司回購股份實施細則》( ), the Company’s A shares in the Company’s repurchased securities account are not entitled to dividend distribution. Based on the total share capital of the Company, being 8,908,448,211 Shares on 31 December 2020, and 9,999,990 Shares in the Company’s repurchased securities account deducted on the same day, the total amount of the proposed cash dividends to be distributed is RMB4,983,131,004, accounting for 44.80 % of net profit attributable to equity holders of the company in combined calibers for 2020. Pursuant to the Implementation Rules of the Shanghai Stock Exchange for the Repurchase of Shares by Listed Companies, the amount of share repurchases effected by the Company in a year should be regarded as cash dividends and included in the computation of the cash dividend payout ratio for the year. Accordingly, based on the amount of share repurchases effected by the Company for 2020 of RMB1,543,209,446, the total amount of cash dividends to be distributed is RMB6,526,340,450, accounting for 58.68% of net profit attributable to equity holders of the company in combined calibers for 2020. The proposal for profit distribution of the Company in 2020 has been passed in the 19th meeting of the fifth session of the Board of the Company, subject to the consideration in the general meeting of the Company. Important Notice VI. Statement of the risks involved in forward-looking statements √ Applicable □ Not applicable Forward-looking statements included in this report, including future plans and development strategies, do not constitute any substantial commitment of the Company to investors. Investors and persons concerned shall be fully aware of the risks and understand the difference between plans, estimates and commitments. VII. Was there any appropriation of funds on a non-operating basis by controlling shareholders of the Company or their related parties? No VIII. Did the Company provide any external guarantees in violation of the prescribed decision-making procedures? No IX. Whether more than half of the directors were not able to assure the truthfulness, accuracy and completeness of the Annual Report disclosed by the Company? No X. Major risk warning The risks faced by the Company in its operations mainly include: market risk, credit risk, liquidity risk, operational risk and reputational risk, which are specifically embodied as the risk of loss to the Company due to unfavorable changes of market prices; risk of loss to the Company due to failures to perform their obligations stipulated in relevant contracts by securities issuer, counterparties and debtors or the changes of market value of the debts caused by the changes of credit rating or contract performance capacity; risk of not being able to obtain sufficient funds in time at reasonable costs to repay debts that are due, fulfil other payment obligations and satisfy the funding requirements for ordinary business operation; risk of possible loss caused by the failures of internal systems and procedures, improper employee behaviors, IT risks and the influence of external events; risk of negative evaluation of the Company’s reputation due to the Company’s operation and management or external events. The Company has established an effective internal control system, compliance management system and a dynamic regulatory system based on risk control indicators to ensure that the operations of the Company are conducted within an extent of predictable, controllable and tolerable risks. Investors are advised to read the “Report of the Directors” as set out in Section IV of this report carefully for risks related to the operations of the Company. XI. Others □ Applicable √ Not applicable Chairman’s Statement Dear shareholders, 2020 was an extraordinary year in the history of the People’s Republic of China (the “PRC”). Facing the combined impact of the complex international situation and the coronavirus epidemic, the Chinese people scored remarkable achievements in economic and social development which have won global recognition. In 2020, capital market of the PRC entered its fourth decade of development, with the implementation of the new Securities Law and further promoting of the registration- based IPO system reform, the opening up of financial market gradually expanded, and the capital market ushered in an unprecedented period of strategic opportunity. 2020 was also a year of special significance in Guotai Junan’s history. With the thorough implementation of the new development concept of the Company, we have insisted on the general principle of making progress while maintaining stability, and unwaveringly followed the strategic direction to seize policy opportunities for development, actively serve the central government and the major strategic deployment of Shanghai, fully implement the mission of serving the real economy, and integrate the development of the company into the overall situation of high-quality national and regional economic development bringing about a smooth start along the strategic pathway of “Nine-Year Strategic Plan in 3 Three- Year Steps”. The Company recorded the consolidated operating income of RMB35.2 billion and net profit attributable to owners of the parent company of RMB11.1 billion for the year, representing an increase of 18% and 29% over the previous year, respectively, the weighted average return on net assets is 8.54%, which has increased by 1.79 percentage points compared with last year and its operation results and primary business performance still ranked high in the industry with a steady growth; the Company always focused on delivering returns to its shareholders, and the distribution plan determined that there will be a cash dividend of RMB0.56 (tax included) per share, accounting for 44.80% of the net profit attributable to equity holders of the Company. Note: the above financial information is based on the Chinese accounting standards for enterprises Chairman’s Statement By diligently working together, we are greatly committed to insist on seeking motivation from reform and has established four collaborative development committees, and further improved the corporate, institutional and retail customer services system, to promote organic coordination of seven business segments and steadily improve the competitiveness of our core business. We implemented reform in the investment banking business unit to stimulate organizational vitality, with the amount of IPO underwriting increased by 212%, and the market share increased significantly. We have improved our institutional customer services mechanism, with the nominal principal amount of over-the-counter equity derivatives business increased by 203% as at the end of the period, among which, the amount of cross-border derivative business increased by 104%, and our product creation and risk control capabilities also improved significantly. We endeavored to efficiently promote the transformation of wealth management, and at the end of the year, the number of affluent customers and high-net-worth customers was increased by 25% and 28% respectively from the end of last year, and the number of customers served under the investment consulting business was over 20,000, with a customer asset size over RMB2.0 billion and the monthly average size of financial products increased by 22.0%. We strived for progress with concerted efforts, insisted on seeking development from innovation. We have sponsored the first CDR project involving a red chip firm, and was among the first batch of companies to qualify for pilot investment advisory service in funds, as well as the first batch to conduct QFII margin financing and securities lending business. We initiated the concept of “Open up Securities” and held the first Guotai Junan Technology Conference. Our project of retail customer service system and our integrated financial solution for hedging business were awarded the Second Prize and Third Prize in the Shanghai Annual Financial Innovation Awards, respectively. Our research and development project on automatic trading strategy was nominated for the Annual Enterprise Innovation and Capacity Upgrading Projects awarded by the Shanghai SASAC.
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