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Annual Report 2019 1 DEFINITIONS

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Annual Report 2019 1 DEFINITIONS CONTENTS Definitions ................................ 2 Chairman’s Statement ....................... 6 Section 1 Important Notice ................. 8 Section 2 Company Information ............. 10 Section 3 Financial Summary ............... 31 Section 4 Management Discussion and Analysis .................... 37 Section 5 Report of Directors ............... 109 Section 6 Other Significant Events ........... 129 Section 7 Changes in Shares and Information on Substantial Shareholders .......... 139 Section 8 Directors, Supervisors, Senior Management and Employees ....... 144 Section 9 Corporate Governance Report ...... 182 Section 10 Environmental, Social and Governance Report ............... 215 Annex Independent Auditor’s Report and Notes to the Consolidated Financial Statements ..................... 250 Annual Report 2019 1 DEFINITIONS Unless the context otherwise requires, the following expressions have the following meanings in this annual report: “A Share(s)” listed domestic shares in the share capital of our Company with a nominal value of RMB1.00 each, listed on the Shanghai Stock Exchange and traded in RMB “Articles of Association” or the articles of association of CSC Financial Co., Ltd. “Articles” “Board” or “Board of Directors” the Board of Directors of our Company “BSCOMC” Beijing State-owned Capital Operation and Management Center (北 京國有資本經營管理中心) “Central Huijin” Central Huijin Investment Limited (中央匯金投資有限責任公司) “Century Jinyuan” Century Jinyuan Investment Group Limited (世紀金源投資集團有限公 司) “China Jianyin” China Jianyin Investment Limited (中國建銀投資有限責任公司) “China Securities Capital” China Capital Management Limited (中信建投資本管理有限公司) “China Securities Funds” China Securities Funds Management Limited (中信建投基金管理有限 公司) “China Securities Futures” China Futures Co., Ltd. (中信建投期貨有限公司) “China Securities International” China Securities (International) Finance Holding Company Limited (中 信建投（國際）金融控股有限公司) “China Securities Investment” China Securities Investment Limited (中信建投投資有限公司) “CIC” China Investment Corporation (中國投資有限責任公司) “CITIC Group” CITIC Group Corporation Ltd. (中國中信集團有限公司) “CITIC Limited” CITIC Limited (中國中信股份有限公司) “CITIC Securities” CITIC Securities Co., Ltd. (中信證券股份有限公司) 2 CSC Financial Co., Ltd. DEFINITIONS (Continued) “Company Law” Company Law of the People’s Republic of China “CSC” or “Company”, “our CSC Financial Co., Ltd. Company”, “parent company” “CSRC” China Securities Regulatory Commission (中國證券監督管理委員會) “CSRF” China Structural Reform Fund Co., Ltd. (中國國有企業結構調整基金股 份有限公司) “Director(s)” the director(s) of our Company “E-Capital” E-Capital Transfer Co., Ltd. (證通股份有限公司) “Glasslake Holdings” Glasslake Holdings Limited (鏡湖控股有限公司) “Group” CSC Financial Co., Ltd. and its subsidiaries “H Share(s)” listed overseas foreign shares in the share capital of our Company with a nominal value of RMB1.00 each, listed on the Hong Kong Stock Exchange and traded in HK dollars “HK$” or “HKD” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) “Hong Kong Stock Exchange” or The Stock Exchange of Hong Kong Limited “HKEX” “Hong Kong” or “HK” the Hong Kong Special Administrative Region of the PRC “IPO” Initial Public Offering “Latest Practicable Date” March 26, 2020, being the latest practicable date prior to the printing of this annual report for the purposes of ascertaining the information contained herein Annual Report 2019 3 DEFINITIONS (Continued) “Listing Rules of the SSE” the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (as amended from time to time) “Ministry of Finance” Ministry of Finance of the People’s Republic of China “NEEQ” the National Equities Exchange and Quotations “NEEQ Company” National Equities Exchange and Quotations Co., Ltd. (全國中小企業股 份轉讓系統有限責任公司) “PRC” or “China” the People’s Republic of China “PwC” PricewaterhouseCoopers “PwC Zhong Tian” PricewaterhouseCoopers Zhong Tian LLP “QDII” Qualified Domestic Institutional Investor “QFII” Qualified Foreign Institutional Investor “Reporting Period” from January 1, 2019 to December 31, 2019 “RMB” or “Renminbi” the lawful currency of the PRC “RQFII” Renminbi Qualified Foreign Institutional Investor “Securities Law” Securities Law of the People’s Republic of China “Shanghai and Shenzhen Stock Shanghai Stock Exchange and Shenzhen Stock Exchange Exchanges” “Shanghai Shangyan” Shanghai Shangyan Investment Center (Limited Partnership) (上海商 言投資中心（有限合夥)) “Share(s)” ordinary shares in the share capital of our Company with a nominal value of RMB1.00 each, comprising A Shares and H Shares “Shareholder(s)” holder(s) of the Share(s) 4 CSC Financial Co., Ltd. DEFINITIONS (Continued) “SSE” Shanghai Stock Exchange “Supervisor(s)” the supervisor(s) of the Company “Supervisory Committee” the supervisory committee of the Company “SZSE” Shenzhen Stock Exchange “Tengyun Investment” Xizang Tengyun Investment Management Limited (西藏騰雲投 資管 理有限公司) (formerly known as Xizang Shannan Century Jinyuan Investment Management Limited (西藏山南世紀金源投資管理有限公 司)) “the end of the Reporting Period” December 31, 2019 “US$” United States dollars, the lawful currency of the United States “Wind Info” Wind Information Co., Ltd. (上海萬得信息技術股份有限公司), a joint- stock company with limited liability incorporated in the PRC and a service provider of financial data, information and software Annual Report 2019 5 CHAIRMAN’ S STATEMENT Dear Shareholders, Year 2019 remarked the 70th Anniversary of New China, the key year to achieve the goal of the first century in building a well-off society, as well as the first full fiscal year after the listing of the Company on the A Share capital market. During the year, both domestic and international risks and challenges increased significantly, supply-side structural reform in finance industry was further deepened, the Science and Technology Innovation Board (the “STAR Market”) of SSE and pilot registration system were launched successfully, two-way opening of capital market was accelerated, domestic A Share market experienced dynamic transactions, and overall situation remained stable with progress. Faced with the complex and ever-changing market environment, the Company regarded the Xi Jinping’s Thought on Socialism with Chinese Characteristics for a New Era as guidance, strived to build a first- rate customer service system, fully promoted digital transformation in the Company, implemented compliant operation, prevented and controlled risks and improved its capacity of serving the real economy, in order to promote high-quality development of the Company. In 2019, the Company had a leading position in business on STAR Market, obtained significant progress from investment banking business integration, strived to increase income from brokerage services of wealth management business and obtained the best results ever from buyer business after well-grounded development; the Company continued to improve its capabilities of serving institutional clients, accelerated transformation and upgrade of investment management business, made a good start in cross-border business integration, made steady progress in information technology and operation management, and further consolidated compliance risk control. In 2019, the Company achieved new and excellent results from its development and was rated by the CSRC as one of the “Class A Grade AA” among three securities companies for ten consecutive years. 6 CSC Financial Co., Ltd. CHAIRMAN’ S STATEMENT (Continued) Looking ahead, a well-off society will be built and the “thirteenth five-year” plan will be concluded in 2020, and this year also represents the 30th anniversary of capital market. Currently, the capital market is embracing rare development opportunities. Intensive development of direct financing, sustained release of potentials of real economy and rapid growth in demands of residents for wealth management all brought about higher requirement on integrated service capacity of securities companies. To this end, the Company should keep pace with the era and take active measures. In particular, the Company should seize the development opportunities brought by empowerment of financial technology and implement digital transformation strategy globally, in order to fully upgrade customer service system and improve its capacity to serve the real economy. Adhering to the core value of achievements leading to status, the Company achieved further development, sped up the development of domestic first-rate modern investment bank and wealth management institution, in order to bring greater values to clients and shareholders and make greater contributions to national economy and finance. Chairman WANG Changqing March 26, 2020 Annual Report 2019 7 SECTION 1 IMPORTANT NOTICE I. The Board of Directors, the Supervisory Committee of the Company, the Directors, the Supervisors and the senior management warrant the truthfulness, accuracy and completeness of this annual report and that there is no misrepresentation on, misleading statement in, or material omission from, this annual report, and will assume joint and several liabilities. II. This report was considered and approved at the twentieth meeting of the second session of the Board of Directors of the Company. All Directors of the Company attended the board meeting. No Director raised any objection to this annual report. III. Pricewater Coopers Zhong Tian LLP and Pricewater Coopers issued the auditor’s reports with standard unqualified audit opinion,
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